§ 356.021 — Definitions.

Missouri § 356.021

• Jurisdiction: Missouri
• Title XXIII: CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
• Ch. 356: Professional Corporations

Text

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 to 356.261 to own shares issued by a professional corporation;

(2) "Foreign professional corporation" , a corporation organized for the purpose of rendering professional services under a law other than the law of this state;

(3) "Licensing authority" , the officer, board, agency, court or other authority in this state that has the power under applicable law to issue a license or other legal authorization to render a professional service;

(4) "Professional corporation" , a corporation for profit subject to the provisions of sections 356.011 to 356.261 , except a foreign professional corporation;

(5) "Professional service" and "professional services" :

(a)  Any service that lawfully may be rendered only by persons licensed under the provisions of a licensing law of this state and that also may not lawfully be rendered by a corporation organized under the general and business corporation law of Missouri, chapter 351 ; and

(b)  Practiced by the following professionals, each subparagraph constituting one type:

a.  An accountant;

b.  An architect or engineer;

c.  An attorney at law;

d.  A chiropodist-podiatrist;

e.  A chiropractor;

f.  A dentist;

g.  An optometrist;

h.  A physician, surgeon, doctor of medicine or doctor of osteopathy;

i.  A psychologist;

j.  A veterinarian;

k.  A registered nurse;

l.  Any natural person licensed as a real estate salesperson;

m.  A physical therapist;

(6) "Qualified person" , a natural person, general partnership, limited liability company, professional corporation, or foreign corporation that is eligible under sections 356.011 to 356.261 to own shares issued by a professional corporation not otherwise restricted, the probate estate of a qualified person or a grantor of a declaration in trust who is a natural person eligible to own shares issued by a professional corporation; and, all trustees of the trust that are eligible to own shares issued by a professional corporation; except that all qualified persons defined in this subdivision that are eligible to own shares issued by a professional corporation shall offer, unless otherwise provided in writing, the professional corporation an option to redeem such shares.  The probate estate, the trustee, or a successor trustee of a qualified person who is not otherwise authorized to own shares issued by a professional corporation shall be deemed a qualified person where the stock or assets of such professional corporation are owned by the qualified person.

Legislative History

(L. 1986 H.B. 1230, A.L. 1988 H.B. 1178, A.L. 1991 H.B. 219, A.L. 1993 S.B. 66 & 20) Effective 12-01-93