Missouri Revised Statutes













Chapter 356

Professional Corporations

←356.101

Section 356.111.1

356.121→

August 28, 2015

Shares, who may hold, transferred how.

356.111. 1. A professional corporation may issue shares, fractional

shares, rights or options to purchase shares, and other securities only to

the following:



(1) Natural persons who are authorized by law in this state, or in any

other state or territory of the United States or the District of Columbia, to

render a professional service permitted by the articles of incorporation of

the corporation, and trustees, in trust, of revocable trust agreements, of

which the trustee is a natural person who is authorized by the law of this

state, or any other state or territory of the United States or the District of

Columbia, to render a professional service permitted by the articles of

incorporation of the corporation, and provided, that the trustee is also the

settlor and beneficiary of the trust during his lifetime and that all

trustees of the trust, if there are multiple trustees, are authorized by any

such state to render a professional service permitted by the articles of

incorporation;



(2) General partnerships in which all of the partners are licensed in one

of the states or territories of the United States of America to practice a

professional service permitted by the articles of incorporation of the

professional corporation and in which at least one partner is authorized by a

licensing authority of this state to render in this state a professional

service permitted by the articles of incorporation of the corporation;



(3) Professional corporations or foreign professional corporations

authorized by law in this state to render a professional service permitted by

the articles of incorporation of the corporation;



(4) Limited liability companies in which all of the members are licensed

in one of the states or territories of the United States of America to

practice a professional service permitted by the articles of incorporation of

the professional corporation and in which at least one member is authorized

by a licensing authority of this state to render in this state a professional

service permitted by the articles of incorporation of the corporation.



2. Where deemed necessary by the licensing authority for any profession

in order to prevent violations of the ethical standards of such profession,

the licensing authority may by rule further restrict, condition or abridge

the authority of a professional corporation to issue shares, but no such rule

shall, of itself, have the effect of causing a shareholder of a professional

corporation at the time such rule becomes effective to become a disqualified

person. All shares issued in violation of this section or any rule adopted

under this section shall be void.



3. A shareholder of a professional corporation may transfer or pledge

shares, fractional shares and rights or options to purchase shares of the

corporation only to natural persons, general partnerships, trustees, in

trust, of certain revocable trust agreements as described in subdivision (1)

of subsection 1 of this section, and professional corporations or foreign

professional corporations qualified under sections 356.011 to 356.261 to hold

shares issued directly to them by such professional corporation. Any transfer

of shares in violation of this subsection shall be void; except that, nothing

contained in this subsection shall prohibit the transfer of shares of a

professional corporation by operation of law or court decree.



4. Every certificate representing shares of stock of a professional

corporation shall state conspicuously upon its face that the shares

represented thereby are subject to restrictions on transfer imposed by

sections 356.011 to 356.261 and are subject to such further restrictions on

transfer as may be imposed from time to time pursuant to sections 356.011 to

356.261 by any licensing authority governing the practice of a professional

service permitted by the articles of incorporation of the corporation.



(L. 1986 H.B. 1230, A.L. 1991 H.B. 219, A.L. 1993 S.B. 66 & 20)



Effective 12-1-93







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