Missouri Revised Statutes

Mo. Rev. Stat. § 351.572 (2026)

Authority to transact business required

✓ current as of May 2026

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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

Notes of Decisions

Cited in 6 cases (1 in the last 5 years), 1992–2025 · leading case: State ex rel. Norfolk S. Ry. Co. v. Dolan, 512 S.W.3d 41 (Mo. 2017).

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State ex rel. Norfolk S. Ry. Co. v. Dolan, 512 S.W.3d 41 (Mo. 2017). · cites it 2× “Some of the key provisions are section 351.572 (prohibiting foreign corporations from doing business in Missouri without obtaining a certificate of authority); section 351.”

VBM Corp. v. Marvel Enter., Inc., 842 S.W.2d 176 (Mo. Ct. App. 1992). · cites it 3× “570, RSMo 1986 [now § 351.572], and so whether the trial court had subject matter jurisdiction of VBM’s claim.”

KMS, Inc. v. Wilson, 857 S.W.2d 525 (Mo. Ct. App. 1993). · cites it 2× “Now found at § 351.572, RSMo Supp.1990 and § 351.574, RSMo Supp.”

State ex rel. Nat'l Super Markets Inc. v. Sweeney, 949 S.W.2d 289 (Mo. Ct. App. 1997). · cites it 2× “While the record before us does not contain National's license authorizing it to conduct business in Missouri as required by RSMo section 351.572 (1994), this fact is alleged in plaintiff’s petition in the underlying suit and will be taken as true for the purposes of this…”

State ex rel. Carlund Corp. v. Mauer, 850 S.W.2d 357 (Mo. Ct. App. 1993). “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…”

Gallamore v. Portfolio Recovery Assocs., LLC (E.D. Mo. 2025). · cites it 2× “See § 351.572 RSMo. privilege of doing business in the state of Missouri.”

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