351.582. Effect of certificate of authority. — 1. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.
2. A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
3. This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Notes of Decisions
State ex rel. Norfolk S. Ry. Co. v. Dolan, 512 S.W.3d 41 (Mo. 2017).
· cites it 2× “576 (describing the requirements for application for such a certificate); section 351.582 (stating the effects of issuing a certificate of authority: the foreign corporation may do business here, but that authority is revocable, and Missouri cannot regulate internal workings of…”
State Ex Rel. K-Mart Corp. v. Holliger, 986 S.W.2d 165 (Mo. 1999).
· cites it 2× “Under section 351.582(2), issuance of a certificate of authority to a foreign corporation authorizes it to conduct business in Missouri and makes it “subject to the same duties, restrictions, penalties, and liabilities.”
Yates v. Bridge Trading Co., 844 S.W.2d 56 (Mo. Ct. App. 1992).
· cites it 2× “See § 351.582(3), RSMo 1990. The state of incorporation is acknowledged as having a paramount interest in the internal administration of a corporation organized under its laws.”
State ex rel. Nat'l Super Markets Inc. v. Sweeney, 949 S.W.2d 289 (Mo. Ct. App. 1997).
· cites it 2× “RSMo section 351.582. Accordingly, National had to comply with Missouri’s corporate dissolution statutes setting forth the procedures for filing claims against dissolved corporations.”
Sahm v. Allegheny Tech. Inc. (E.D. Mo. 2023).
“§ 351.582 , which states that the certificate of authority bestows the foreign corporation with “the same but no greater rights” and “the same but no greater privileges” and subjects the foreign corporation to “the same duties, restrictions, penalties, and liabilities now or…”
— Mo. Rev. Stat. § 351.582(2) — 1 case
State Ex Rel. K-Mart Corp. v. Holliger, 986 S.W.2d 165 (Mo. 1999).
“Under section 351.582(2), issuance of a certificate of authority to a foreign corporation authorizes it to conduct business in Missouri and makes it “subject to the same duties, restrictions, penalties, and liabilities.”
— Mo. Rev. Stat. § 351.582(3) — 1 case
Yates v. Bridge Trading Co., 844 S.W.2d 56 (Mo. Ct. App. 1992).
“See § 351.582(3), RSMo 1990. The state of incorporation is acknowledged as having a paramount interest in the internal administration of a corporation organized under its laws.”
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