Missouri Revised Statutes § 351.1213 - Foreign cooperatives, conflict of laws — certificate of authority required, other requirements

351.1213. Foreign cooperatives, conflict of laws — certificate of authority required, other requirements. — 1. (1) Subject to the constitution of this state, the laws of the jurisdiction under which a foreign cooperative is organized govern its organization and internal affairs and the liability of its members. A foreign cooperative shall not be denied a certificate of authority to transact business in this state by reason of any difference between those laws and the laws of this state. (2) A foreign cooperative holding a valid certificate of authority in this state has no greater rights or privileges than a domestic cooperative. The certificate of authority does not authorize the foreign cooperative to exercise any of its powers or purposes that a domestic cooperative is forbidden by law to exercise in this state. (3) A foreign cooperative may apply for a certificate of authority under any name that would be available to a cooperative, whether or not the name is the name under which it is authorized in its jurisdiction of organization. (4) Nothing contained herein shall be interpreted to require a foreign business entity which is not formed as a cooperative association under the laws of any foreign jurisdiction but is otherwise operating on a cooperative basis to comply with the provisions of sections 351.1000 to 351.1228, including but not limited to obtaining a certificate of authority as set forth in subsection 2 of this section. Such an entity shall, however, remain obligated to comply with the revised statutes of Missouri, as applicable to such entity. 2. (1) Before transacting business in this state, a foreign cooperative shall obtain a certificate of authority from the secretary of state. An applicant for the certificate shall submit to the secretary of state an application for registration as a foreign cooperative, signed by an authorized person and setting forth: (a) The name of the foreign cooperative and, if different, the name under which it proposes to register and transact business in this state; (b) The jurisdiction of its organization or formation, and the date of such organization or formation; (c) The name and business address, which may not be a post office box, of the proposed registered agent in this state, which agent shall be an individual resident of this state, a domestic business entity, or a foreign cooperative having a place of business in, and authorized to do business in, this state; (d) The address of the registered office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal place of business of the foreign cooperative; (e) The date the foreign cooperative expires in the jurisdiction of its organization; and (f) A statement that the secretary of state is appointed as the agent of the foreign cooperative for service of process if the foreign cooperative fails to maintain a registered agent in this state or if the agent cannot be found or served with the exercise of reasonable diligence. (2) The application shall be accompanied by a filing fee of one hundred dollars. (3) The application shall also be accompanied by a certificate of good standing or certificate of existence issued by the secretary of state of the foreign cooperative's state of domicile, which certificate shall be dated within sixty days of the date of filing. (4) If the secretary of state finds that an application for a certificate of authority conforms to law and all fees have been paid, the secretary of state shall: (a) File the original application; and (b) Return a copy of the original application to the person who filed it with a certificate of authority issued by the secretary of state. (5) A certificate of authority issued under this section is effective from the date the application is filed with the secretary of state accompanied by the payment of the requisite fees. (6) If any statement in the application for a certificate of authority by a foreign cooperative was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign cooperative shall promptly file with the secretary of state: (a) In the case of a change in its name, a termination, or a merger, a certificate to that effect authenticated by the proper officer of the state or country under the laws of which the foreign cooperative is organized; and (b) A fee for the document, which is the same as the fee for filing an amendment. 3. A foreign cooperative authorized to transact business in this state shall: (1) Appoint and continuously maintain a registered agent in the same manner as provided in section 351.1027; or (2) File a report upon any change in the name or business address of its registered agent in the same manner as provided in section 351.1027. 4. (1) A foreign cooperative authorized to transact business in this state may cancel its registration by filing articles of cancellation with the secretary of state, which articles of cancellation shall set forth: (a) The name of the foreign cooperative and the state or country under the laws of which it is organized; (b) That the foreign cooperative is not transacting business in this state; (c) That the foreign cooperative surrenders its authority to transact business in this state; (d) That the foreign cooperative revokes the authority of its registered agent in this state to accept service of process and consents to that service of process in any action, suit, or proceeding based upon any cause of action arising in this state out of the transaction of the foreign cooperative in this state; (e) A post office address to which a person may mail a copy of any process against the foreign cooperative; and (f) That the authority of the secretary of state to accept service of process in this state for any cause of action arising out of the transactions of the foreign cooperative in this state remains in full force and effect. (2) The filing with the secretary of state of a certificate of termination or a certificate of merger if the foreign cooperative is not the surviving organization from the proper officer of the state or country under the laws of which the foreign cooperative is organized constitutes a valid application of withdrawal and the authority of the foreign cooperative to transact business in this state shall cease upon the filing of the certificate. (3) The certificate of authority of a foreign cooperative to transact business in this state may be revoked by the secretary of state upon the occurrence of any of the following events: (a) The foreign cooperative has failed to appoint and maintain a registered agent as required by sections 351.1000 to 351.1228, file a report upon any change in the name or business address of the registered agent, or file in the office of the secretary of state any amendment to its application for a certificate of authority as specified in subdivision (6) of subsection 2 of this section; or (b) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the foreign cooperative under sections 351.1000 to 351.1228. (4) No certificate of authority of a foreign cooperative shall be revoked by the secretary of state unless: (a) The secretary of state has given the foreign cooperative not less than sixty days' notice by mail addressed to its registered office in this state or, if the foreign cooperative fails to appoint and maintain a registered agent in this state, addressed to the office address in the jurisdiction of organization; and (b) During the sixty-day period, the foreign cooperative has failed to file the report of change regarding the registered agent, to file any amendment, or to correct the misrepresentation. (5) Sixty days after the mailing of the notice without the foreign cooperative taking the action set forth in paragraph (b) of subdivision (4) of this subsection, the authority of the foreign cooperative to transact business in this state shall cease. The secretary of state shall issue a certificate of revocation and shall mail the certificate to the address of the registered agent in this state or if there is none, then to the principal place of business or the registered office required to be maintained in the jurisdiction of organization of the foreign cooperative. 5. (1) A foreign cooperative transacting business in this state shall not maintain any action, suit, or proceeding in any court of this state until it possesses a certificate of authority. (2) The failure of a foreign cooperative to obtain a certificate of authority does not impair the validity of any contract or act of the foreign cooperative or prevent the foreign cooperative from defending any action, suit, or proceeding in any court of this state. (3) A foreign cooperative, by transacting business in this state without a certificate of authority, appoints the secretary of state as its agent upon whom any notice, process, or demand may be served. (4) A foreign cooperative that transacts business in this state without a valid certificate of authority is liable to the state for the years or parts of years during which it transacted business in this state without the certificate in any amount equal to all fees that would have been imposed by sections 351.1000 to 351.1228 upon the foreign cooperative had it duly obtained the certificate, filed all reports required by sections 351.1000 to 351.1228, and paid all penalties imposed by sections 351.1000 to 351.1228. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section. (5) A foreign cooperative that transacts business in this state without a valid certificate of authority shall be subject to a civil penalty, payable to the state, not to exceed five thousand dollars. Each director or in the absence of directors, each member or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign cooperative that does not have a certificate shall be subject to a civil penalty, payable to the state, not to exceed one thousand dollars. (6) The civil penalties set forth in subdivision (5) of this subsection may be recovered in an action brought in this state by the attorney general. Upon a finding by the court that a foreign cooperative or any of its members, directors, or agents have transacted business in this state in violation of sections 351.1000 to 351.1228, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining the further transaction of the business of the foreign cooperative and the further exercise of the foreign cooperative's rights and privileges in this state. The foreign cooperative shall be enjoined from transacting business in this state until all civil penalties plus any interest and court costs that the court may assess have been paid and until the foreign cooperative has otherwise complied with the provisions of sections 351.1000 to 351.1228. (7) A member of a foreign cooperative shall not be liable for the debts and obligations of the foreign cooperative solely by reason of foreign cooperative's having transacted business in this state without a valid certificate of authority. 6. (1) The following activities of a foreign cooperative, among others, shall not constitute transacting business within the meaning of this section: (a) Maintaining or defending any action or suit or any administrative arbitration proceeding, or settling any proceeding, claim, or dispute; (b) Holding meetings of its members or carrying on any other activities concerning its internal affairs; (c) Maintaining bank accounts; (d) Having members that are residents of this state or such members having retail locations in this state; (e) Selling through independent contractors; (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (i) Selling or transferring title to property in this state to any person; or (j) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like manner. (2) For purposes of this section, any foreign cooperative that owns income-producing real or tangible personal property in this state, other than property exempted under subdivision (1) of this subsection, shall be considered to be transacting business in this state. (3) The list of activities in subdivision (1) of this subsection shall not be exhaustive. This subsection shall not apply in determining the contracts or activities that may subject a foreign cooperative to service of process or taxation in this state or to regulation under any other law of this state. 7. The secretary of state, the attorney general, or both, may bring an action to restrain a foreign cooperative from transacting business in this state in violation of sections 351.1000 to 351.1228 or other laws of this state. 8. Service of process on a foreign cooperative shall be as provided under Missouri law. (L. 2011 S.B. 366)