Fill and Sign the Missouri Us Legal Forms

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc.The contents of this package are as follows:1. Statutory References 2. Introductory Notes 3. Selections from Statutes 4. Forms List 5. Notes on Downloading the Forms 6. Notes on Completing the Forms 7. Instructions and Steps 8. Accessories 9. Disclaimer STATE OF MISSOURI PROFESSIONAL CORPORATION Control Number: MO-00INC2 PROFESSIONAL CORPORATIONfor State-Licensed Professionals STATE OF MISSOURI Electronic Version Statutory References Revised Statutes of Missouri, Chapter 351 – General and Business Corporations http://www.moga.state.mo.us/STATUTES/C351.HTM Revised Statutes of Missouri, Chapter 356 – Professional Corporations http://www.moga.state.mo.us/STATUTES/C356.HTM Introductory Notes The Revised Statutes of Missouri (“RSMo”), Chapter 356, Sections 356.011 to 356.261, provide for the formation and operation of a professional corporation. However, in addition to the requirements of this chapter, and in addition to the requirements of the individual lice nsing board of a particular profession, the General and Business Corporation Law of Missouri, Chapter 351 RSMo, is also applicable to a professional corporation. All provisions of Chapter 351, RSMo, relating to the administration, enforcement, interpretation or amendment of Chapter 351, RSMo, are applicable to a professional corporation except that when the professional corporation provisions of Sections 356.011 to 356.261 are contrary or inconsistent to the provisions of Chapter 351, RSMo, the provisions of Sections 356.011 to 356.261 shall take precedence over such provisions of Chapter 351, RSMo. Selections from Statutes As a primer and for your general information, portions of selected statutes regarding Missouri Professional Corporations appear below. Only portions of selected statutes are presented. You should always consult the full version in Chapter 356 when researching issues. A link to the full version is supplied above, in the Statutory References area. 356.041 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 tha t same type of professional service by filing articles of incorporation with the secretary of state… 2. The articles of incorporation shall set forth as its purpose the type or types of professional service to be practiced through the professional corporation; shall state the street address of its initial principal place of business, if any; and shall otherwise meet the requireme nts of chapter 351, RSMo. A certificate by the licensing authority of the profession, or of each of the professions involved if more than one profession is to be practiced, shall be filed in t he office of the secretary of state prior to issuance of the articles of incorporation, which certifi cate or certificates shall state that each of the incorporators is duly licensed in t his state to practice a professional service for which the corporation is organized to practice, that at least one incorporator is licensed in this state to practice each professional service for whic h the corporation is organized to practice; if applicable, that the professional services for which the corporation is organized to practice are permitted to be practiced together in one corporate entity by the licensing authority of each such professional service; and that the proposed corporate name has been approved by each such licensing authority if required by the rules or regulat ions of the licensing authority…. 356.061 1. A professional corporation shall have the powers enumerated in the general business and corporation law of Missouri, chapter 351, RSMo; 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 that investment does not violate or is not inconsistent with subsection 2 of this section; and (2) Be a promoter, general partner, stockholder, member, associate or manager only of a partnership, joint venture, professional corporation, foreign professional corporation, trust or other enterprise that is engaged only in: (a) Rendering a professional service that is authorized to practice under its artic les of incorporation; or (b) Carrying on business permitted by the articles of incorporation of the professional corporation or in providing services ancillary thereto. 2. A professional corporation shall not engage in any profession or business other than the professions or businesses permitted by its articles of incorporation. 356.071 1. 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 any professional service; (2) Not contain any word or phrase that indicates or implies that it is organized for any purpose other than the purposes contained in its articles of incorporation… 356.091 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. 356.101 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. 356.111 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 terri tory of the United States or the District of Columbia, to render a professional service permitted by the articles of incorporation of the corporation, and trustees, in trust, of revocable trust agree ments, of which the trustee is a natural person who is authorized by the law of this state, or a ny other state or territory of the United States or the District of Columbia, to render a professi onal service permitted by the articles of incorporation of the corporation, and provided, that the trust ee is also the settlor and beneficiary of the trust during his lifetime and that all trustees of the trust, if there are multiple trustees, are authorized by any such state to render a professional servic e permitted by the articles of incorporation; (2) General partnerships in which all of the partners are licensed in one of the stat es or territories of the United States of America to practice a professional service permitted by the articles of incorporation of the professional corporation and in which at least one partner is authorized by a licensing authority of this state to render in this state a professional service permit ted by the articles of incorporation of the corporation; (3) Professional corporations or foreign professional corporations authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation; (4) Limited liability companies in which all of the members are licensed i n one of the states or territories of the United States of America to practice a professional service permi tted by the articles of incorporation of the professional corporation and in which at least one membe r is authorized by a licensing authority of this state to render in this state a professi onal service permitted by the articles of incorporation of the corporation. 2. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of such profession, the licensing authority may by rule furt her restrict, condition or abridge the authority of a professional corporation to issue shares, but no such rule shall, of itself, have the effect of causing a shareholder of a professional corporat ion at the time such rule becomes effective to become a disqualified person. All shares issue d in violation of this section or any rule adopted under this section shall be void. 3. A shareholder of a professional corporation may transfer or pledge shares, fractional shares and rights or options to purchase shares of the corporation only to natural persons, general partnerships, trustees, in trust, of certain revocable trust agreements as described in subdivi sion (1) of subsection 1 of this section, and professional corporations or foreign professional corporations qualified under sections 356.011 to 356.261 to hold shares issued directly to them by such professional corporation. Any transfer of shares in violation of this subsection shall be void; except that, nothing contained in this subsection shall prohibit the transfer of shares of a professional corporation by operation of law or court decree. 4. Every certificate representing shares of stock of a professional corporation shall state conspicuously upon its face that the shares represented thereby are subject to restrictions on transfer imposed by sections 356.011 to 356.261 and are subject to such further restrictions on transfer as may be imposed from time to time pursuant to sections 356.011 to 356.261 by any licensing authority governing the practice of a professional service permitted by the art icles of incorporation of the corporation. 356.141 1. Upon the death of a shareholder in a professional corporation, or if a shareholder in a professional corporation becomes a disqualified person [no longer licensed to practice the profession], or if shares of a professional corporation are transferred by operation of law or court decree to a disqualified person, then the shares of such deceased shareholder or of such disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased or redeemed by the corporation to the extent of funds that may be legally m ade available for such purchase under sections 356.011 to 356.261, according to the procedures set forth in this section…. 356.151 Upon the occurrence of any event that causes any shareholder of a professional corporation to become a disqualified person [such as the loss of one’s license to practice the profession], 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 corporation or its customers or clients, or receive dividends on or be entitled to vote such shares, except with respect to acceptance of the provisions of chapter 351, RSMo, or granting consent to purchase by a qualified person. 356.171 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 same extent as if he or she rendered such service in his or her individual capacity. An employee of a professional corporation or a foreign professional corporation shall not be liable for the conduct of other employees in which he or she did not personally participate, unless he or she was negligent in appointing, supervising, or participating in the activity in question with that employee. 2. Every professional corporation and foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authorit y to act for the professional corporation or foreign professional corporation shall be liable to the same extent as its employees. 3. Except as otherwise provided by law, the personal liability of a shareholder of a professiona l corporation or foreign professional corporation in his or her capacity as such shall be no greater in any respect than that of a shareholder of a corporation organized under the general and business corporation law of Missouri, chapter 351, RSMo. 356.211 1. Each professional corporation and each foreign professional corporation shall file with the secretary of state an annual corporation registration report at the time the corporati on's franchise tax report is due. Any extension of time for filing the franchise tax report shall not apply t o the due date of the annual corporation registration report. Any corporation that is not required to fi le a franchise tax report shall still be required to file an annual corporation registra tion report. The corporate registration report shall set forth the following information: (1) The names and residence addresses of all officers, directors and shareholders of that professional corporation as of the date of the report; (2) A statement that each officer, director and shareholder is or is not a qualified person as defined in sections 356.011 to 356.261, and setting forth the date on which any shares of the professional corporation were no longer owned by a qualified person, and any subsequent disposition thereof; (3) A statement as to whether or not suit has been instituted to fix the fair value of any shares not owned by a qualified person, and if so, the date on which and the court in which the same was filed. 2. The report shall be made on a form to be prescribed and furnished by the secretary of stat e, and shall be executed by the president or vice president, subject to the penalties of making a false declaration under section 575.060, RSMo. The form shall bear a notice stating that false statements made therein are punishable under section 575.060, RSMo. A reasonable filing fee to be set by the secretary of state shall be paid with the filing of each report, a nd no other fees shall be charged therefor; except that, penalty and interest fees may be imposed by the sec retary of state for late filings. The report shall be filed subject to the time requireme nts of section 351.120, RSMo. 3. If a professional corporation or foreign professional corporation shall fail to file a report qualifying with the provisions of this section when such a filing is due, then the corporation shall be subject to the provisions of chapter 351, RSMo, that are applicable to a corporation that has failed to timely file the annual report required to be filed under chapter 351, RSMo. * * * Forms List The following forms are available for download with this package. MO-00INCP-CERT: Certificate of Board Registration  MO-NAMERESV: Application for Reservation of Entity Name  MO-00INCP: Articles of Incorporation  MO-PC-TL: Sample Transmittal Letter  MO-PC-OM: Sample Organizational Minutes  MO-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  MO-PC-AM : Sample Annual Minutes  MO-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. 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If you experience problems, please let us know. * * * Preliminary Steps Prior to filing (with the Secretary of State’s Office) the Application for Reservation of Name and/or Articles of Incorporation, you must contact the Missouri State Board for your profession in order to obtain the following: 1. CORPORATE NAME APPROVAL Before contacting the Examiners’ Board seeking name approval, we advise you to contact the Secretary of State’s Office concerning the availability of the desired name. This may be done by mail or telephone by calling either (573) 751-2359 or 751-3317. The Corporate Name Approval, when signed by the appropriate official at the Board, must be included with your Articles of Incorporation when mailing to the Secretary of State for filing. 2. TO OBTAIN A CERTIFICATE OF REGISTRATION, AND TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS. See FORM: MO-00INCP-CERT CERTIFICATE OF STATE BOARD REGISTRATION The Certificate of Registration, when signed by the appropriate official at the Board, must be included with your Articles of Incorporation when mailing to the Secretary of State for filing. * * * We suggest you call your Board in order to confirm procedures and appropriate use of forms! Steps to Incorporate Step 1:See FORM: MO-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME Before drafting articles of incorporation it is imperative that you check with the Secretary of State’s Office concerning the availability of the desired name. This may be done by mail or telephone by calling either (573) 751-2359 or 751-3317. You may skip this step and go to step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be returned to you.  Provide the corporate name you want to reserve. The name of a professional corporation: Must contain the words "Professional Corporation" or the abbreviation "P.C." and the corporation must identify itself with such designation in the course of rendering any professional service; May not contain any word or phrase that indicates or implies that it is organized for any purpose other than the purposes contained in its articles of incorporation; Must be distinguishable from (as the preceding standards may be defined at the time of incorporation or qualification in or under the general and business corporation law of Missouri, chapter 351, RSMo) the name of any domestic corporation existing under the laws of this state or any foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at such time, reserved in the manner provided in the general and business corporation law of Missouri, the uniform limited partnership law, or the limited liability company act, or the name of an entity that has in effect a registration of its corporate name.  Provide the Signature, Printed Name, Title and Date.  A corporate name that has been reserved may be transferred/assigned. The bottom portion of the form is for that purposes and should be ignored at this stage.  Prior to submitting an Application for Reservation of Corporate Name for filing, you may check the availability of your proposed name by calling one of the above listed numbers. Telephone name searches are only preliminary and do not guarantee the availability of the name. The fee to reserve a corporate name is $25.00. Mail the original and one copy of your APPLICATION FOR RESERVATION OF NAME along with a $25.00 filing fee (Make check payable to the Missouri Director of Revenue) , to Secretary of State ATTN: Corporations Division P.O. Box 778 Jefferson City, Missouri 65102 Telephone: (573) 751-3317, 751-2359, or 751-4544 Step 2: See FORM: MO-00INCP ARTICLES OF INCORPORATION Complete the Articles and mail in with the Certificate of Registration (and if necessary, the NAME APPROVAL form issued by your profession’s governing Board). ( NOTE: The incorporation fee is determined by multiplying the par value of the shares of stock (or $1.00 for no par stock) by the aggregate number of shares authorized. The fee is based on this “authorized capital.” The fee is $55.00 for any amount up to $30,000 and $5.00 more for each additional $10,000 of authorized capital. To this total, add $3.00 for the filing fee. A minimum incorporation fee based on the above information would then be $58.00. All corporations are required to issue common stock.)  The Articles of Incorporation must be submitted in duplicate. One copy must be an original; one may be a photocopy. The original must have seals and signatures which are originals. The Articles of Incorporation must be notarized. Step 3: Mail the original and one copy of the ARTICLES OF INCORPORATION , along with the incorporation fee that you have calculated as due, THE REGISTRATION CERTIFICATE FROM YOUR LICENSING AUTHORITY, and if applicable THE NAME APPROVAL FORM FROM YOUR LICENSING AUTHORITY (Make check payable to the Missouri Director of Revenue), to: Secretary of State ATTN: Corporations Division P.O. Box 778 Jefferson City, Missouri 65102 Telephone: (573) 751-2359 or 751-4544 A cover letter to send with ARTICLES OF INCORPORATION is included in this packet. Make sure you include an original and one copy of the Articles of Incorporation. See FORM: MO-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: MO-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: MO-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year t o elect directors and officers for the upcoming year and to take action as needed. See FORM: MO-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: MO-PC-CR Sample Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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