Missouri § 351.120 - Corporate registration report required, when — change in registered office or agent to be filed with report — waiver, when.

§ 351.120. Corporate registration report required, when — change in registered office or agent to be filed with report — waiver, when.

1.  Every corporation organized pursuant to the laws of this state, including corporations organized pursuant to or subject to this chapter, and every foreign corporation licensed to do business in this state, whether such license shall have been issued pursuant to this chapter or not, other than corporations exempted from taxation by the laws of this state, shall file a corporate registration report.

2.  The corporate registration report shall state the corporate name, the name of its registered agent and such agent's Missouri physical address, giving street and number, or building and number, or both, as the case may require, the name and correct business or residence address of its officers and directors, and the mailing address of the corporation's principal place of business or corporate headquarters.

3.  The corporate registration report shall be filed annually, except as provided in section 351.122, and shall be due the month that the corporation incorporated or qualified, unless changed by the corporation under subsection 8 of this section.  Corporations existing prior to July 1, 2003, shall file the corporate registration report on the month indicated on the corporation's last corporate registration report.  Corporations formed on or after July 1, 2003, shall file a corporate registration report within thirty days of the date of incorporation or qualification and every year thereafter, except as provided in section 351.122, in the month that they were incorporated or qualified, unless such month is changed by the corporation under subsection 8 of this section.

4.  The corporate registration report shall be signed by an officer or authorized person.

5.  In the event of any error in the names and addresses of the officers and directors set forth in a corporate registration report, the corporation may correct such information by filing a certificate of correction pursuant to section 351.049.

6.  A corporation may change the corporation's registered office or registered agent with the filing of the corporation's corporate registration report.  To change the corporation's registered agent with the filing of the corporate registration report, the corporation must include the new registered agent's written consent to the appointment as registered agent and a written consent stating that such change in registered agents was authorized by resolution duly adopted by the board of directors.  The written consent must be signed by the new registered agent and must include such agent's address.  If the corporate registration report is not completed correctly, the secretary of state may reject the filing of such report.

7.  A corporation's corporate registration report must be filed in a format as prescribed by the secretary of state.

8.  A corporation may change the month of its corporate registration report in the corporation's initial corporate registration report or a subsequent report.  To change its filing month, a corporation shall designate the desired month in its corporate registration report and include with that report an additional fee of twenty dollars.  After a corporation registration report designating a new filing month is filed by the secretary of state, the corporation's next corporate registration report shall be filed in the newly designated month in the next year in which a report is due under subsection 3 of this section or under section 351.122. This subsection shall become effective January 1, 2010.

9.  The requirement to file a corporate registration report pursuant to this section shall be waived for authorized farm corporations and family farm corporations as defined by subdivision (2) of section 350.010 and subdivision (5) of section 350.010, respectively, when the information required by subsection 2 of this section has not changed since the filing of the corporation's original articles of incorporation or most recent corporate registration report, whichever is applicable.

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(RSMo 1939 § 5085, A.L. 1943 p. 410 § 114, A. 1949 H.B. 2079, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 1986 H.B. 1436, A.L. 1989 H.B. 246, A.L. 1996 S.B. 835, A.L. 1999 H.B. 516, A.L. 2001 S.B. 288, A.L. 2002 S.B. 895, A.L. 2003 H.B. 600, A.L. 2009 H.B. 481, A.L. 2016 S.B. 664)

Prior revisions: 1929 § 4613; 1919 § 9807

---- end of effective  28 Aug 2016 ----

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