TTAB
`
`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
`
`ORBIS DISTRIBUTION, INC.
`
`Plaintiff,
`
`v.
`
`BEE NATURALS, INC.
`
`Defendant.
`
`$/\/\/\/\2\/%\_/%
`
`Cancellation No. 92057500 «’
`
`W ., —-.
`2
`,
`I’ <5 j (C Q 7/Z‘
`
`Reg. No. 3197276
`
`DEFENDANT’S COMBINED OPPOSITION T0 PLAINTIFF’S
`
`MOTION FOR SUMMARY JUDGMENT AND DEFENDANTS
`
`MOTION FOR SUMMARY JUDGMENT
`
`COMES NOW, Defendant, BeeNatrua1s,
`
`Inc., and opposing Plaintiff‘ s Motion for
`
`Summary Judgment of Count I of the Petition and, further, pursuant to Rule 56 of the Federal
`
`Rules of Civil Procedure, hereby moves the Trademark Trial and Appeal Board for an order
`
`granting it summary judgment on Counts I and II of the petition and dismissing those counts on
`
`the ground that there are no genuine issues of material fact as to those Counts.
`
`lllllllllllllllllllllllllwlllzfllgllllllsllllllllllllllll
`
`U S Pam’?! & TMOVCI Tm Ma“ QC“ Dr 322
`
`

`
`INTRODUCTION
`
`The facts are simple and straightforward: On December 29, 2006, unbeknownst to
`
`BeeNaturals, its corporate status was changed to “administratively dissolved” by the Missouri
`
`Secretary of State for failure to file an annual report. On July 12, 2013, Plaintiff filed the present
`
`cancellation proceeding claiming, inter alia, that the subject registration should be cancelled due
`
`to the administrative dissolution.
`
`On April 29, 2014, the Missouri Secretary of State reinstated BeeNaturals’ corporate status,
`
`relating the reinstatement back to, and taking effect from, the date of the administrative dissolution.
`
`Under Missouri law, this change to corporate status has the effect of rescinding the dissolution and
`
`treating BeeNaturals as if the administrative dissolution had never occurred. Therefore, summary
`
`judgment on Count I is appropriate.
`
`As a second basis for cancellation, in its petition Plaintiff noted that BeeNaturals’ corporate
`
`certificate recites “BeeNaturals, Inc.”, while the subject registration recites “Bee Naturals, Inc.”
`
`Defendant has sought, and been granted by the Board, correction of the registration to correct the
`
`typographical error contained on the registration certificate. Therefore, summary judgment on
`
`Count II of Plaintiffs petition is appropriate
`
`

`
`UNDISPUTED FACTS
`
`1.
`
`On December 29, 2006, Defendant BeeNaturals,
`
`Inc. was administratively
`
`dissolved for failure to file an annual report with the Missouri Secretary of State under the
`
`provisions for domestic corporations of Section 351.486, RSMo. See Exhibit A (dissolution
`
`notice).
`
`2.
`
`On January 9, 2007, the U.S. Trademark Registration No. 3,197,276 for BEE
`
`NATURALS for “non-medicated skin care preparations; nail care preparations” was issued in the
`
`name of BeeNaturals, Inc. See Exhibit B (U.S. Trademark Registration No. 3,197,276).
`
`3.
`
`On April 29, 2014, Missouri Secretary of State rescinded its order of dissolution
`
`and reinstated Defendant’s corporate status as the date of dissolution-— December 29, 2006. See
`
`Exhibit C (Certification of Rescission).
`
`4.
`
`The Missouri Secretary of State rescinded the dissolution based upon its mandate
`
`under Missouri state law that recites: “When the reinstatement is effective, it relates back to and
`
`takes effect as of the effective date of the administrative dissolution and the corporation resumes
`
`carrying on its business as ifthe administrative dissolution had never occurred.” See Exhibit D
`
`(Section 351.488.3, RSMo.)(emphasis supplied).
`
`5.
`
`Correct of the typographical error on Defendant’s registration certificate was
`
`granted changed the certificate to recite “BeeNaturals, Inc.” rather than “Bee Naturals, Inc.” See
`
`Order ofJune 18, 2014.
`
`

`
`ARGUMENT
`
`I.
`
`The Law of Summary Judgment
`
`Summary judgment is appropriate where "there is no genuine dispute as to any material
`
`fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). "Where a
`
`movant has supported its motion with affidavits or other evidence, which, unopposed, would
`
`establish its right to judgment, the non—movant may not rest upon general denials in its pleadings
`
`or otherwise, but must proffer countering evidence sufficient to create a genuine factual dispute.
`
`A dispute is genuine only if, on the entirety of the record, a reasonable jury could resolve a factual
`
`matter in favor of the non-movant." Sweats Fashions, Inc. v. Pannill Knitting C0. , 833 F.2d 1560,
`
`4 USPQ2d 1793, 1795 (Fed. Cir. 1987).
`
`The party seeking cancellation of a registration of a mark must prove two elements: (1)
`
`that it has standing and (2) that there is a valid ground to cancel the registration of the mark. Young
`
`v. AGB Corp., 152 F.3d 1377,47 USPQ2d 1752, 1755 (Fed. Cir. 1998).
`
`II.
`
`PLAINTIFF IS NOT ENTITLED TO SUMMARY JUDGMENT AND
`DEFENDANT IS ENTITLED TO SUMMARY JUDGMENT ON COUNT I
`
`A. Summary Of The Argument
`
`While not explicitly stated, Plaintiffs motion for summary judgment appears to seek
`
`summary judgment on Count I of the Petition because it only argues alleged abandonment of the
`
`subject registration.
`
`The argument that the registration was allegedly abandoned is based upon the fact that
`
`Defendant’s corporate status was administratively dissolved by the Missouri Secretary of State
`
`during the pendency of the registration. However, Defendant’s corporate status was reinstated
`
`by the Missouri Secretary of State and Missouri law requires that administrative dissolution
`
`“relates back to and takes effect as of the effective date of the administrative dissolution and the
`
`

`
`corporation resumes carrying on its business as if the administrative dissolution had never
`
`occurred.” See 351.486 RSMo. (emphasis supplied). Plaintiffs argument rests on the
`
`proposition that, because Defendant was in a state of administrative dissolution, the corporate
`
`entity ceased to exist and could not have used the registered mark and therefore it was
`
`abandoned. Plaintiff cites no case law that supports this legal proposition and misstates Missouri
`
`case law pertaining to corporations administratively dissolved.
`
`B. Because Defendant’s Corporate Status Was Reinstated “as if the dissolution had
`never occurred,” There Is No Valid Ground to Cancel the Subject Registration
`
`On February 16, 2004, Defendant BeeNaturals, Inc. filed the application for registration of
`
`the subject mark BEE NATURALS for “non-medicated skin care preparations; nail care
`
`preparations”. On December 29, 2006, Defendant BeeNaturals,
`
`Inc. was administratively
`
`dissolved for failure to file an annual report with the Missouri Secretary of State under the
`
`provisions for domestic corporations of Section 351.486, RSMo.1 See Undisputed Fact #1 and
`
`Exhibit A (dissolution notice). On January 9, 2007, the subject registration was issued. See
`
`Undisputed Fact #2 and Exhibit B (U.S. Trademark Registration No. 3,197,276).
`
`After filing of this cancellation and upon Defendant’s learning of the dissolution of
`
`BeeNaturals, Inc. by the Missouri Secretary of State, Defendant undertook to have its corporate
`
`status reinstated. On April 29, 2014, the Missouri Secretary of State rescinded its order of
`
`dissolution and reinstated Defendant’s corporate status as the date of original dissolution notice--
`
`December 29, 2006. See Undisputed Fact #3 and Exhibit C (Certification of Rescission).
`
`1 Note that the dissolution notice refers to 351.486, RSMo. or 351.602 RSMo. 351.602 RSMo.
`refers to dissolution of foreign corporations and is not applicable to this notice. 351.486 RSMo.
`refers to domestic (Missouri) corporations and does apply to the notice.
`
`

`
`The Missouri Secretary of State’s authority to rescind corporate dissolutions for failure to
`
`file an annual report comes from Section 351.488, RSMO. See Undisputed Fact #4 and Exhibit D
`
`(copy of 351.488 RSMo.).
`
`351 .488.3 RSMo. specifically states that after reinstatement of a
`
`corporation under 351.486 RSMo., the reinstatement “relates back to and takes effect as of the
`
`effective date of the administrative dissolution and the corporation resumes carrying on its business
`
`as if the administrative dissolution had never occurred.” (emphasis supplied).
`
`As a result of the Missouri Secretary of State having rescinded the dissolution of
`
`BeeNaturals’ corporate charter, there is “no valid ground to cancel the registration” recited in
`
`Count I of the petition. Young at 1755. As a result, there is no genuine dispute as to any material
`
`fact as to Count I, and BeeNaturals is entitled to judgment as a matter of law on Count I.
`
`C. Plaintiff Cites No Case Law Which Holds That An Operating, But
`Administratively Dissolved Entity, Ceases to Exist and Abandons a Registration
`By Operating Its Business During the Period of Administrative Dissolution
`
`During a period of administrative dissolution, a corporation “continues its corporate
`
`existence” and only maintains its corporate veil for directors and officers exercising the acts of
`
`winding up and liquidating the business. See 351.486 113. However, in addition to retroactive
`
`reinstatement contemplated by Missouri law and discussed above, Missouri law contemplates
`
`that the officers and directors of an administratively dissolved corporation, in its continued
`
`corporate existence, would be subject to personal liability while continuing to operate the
`
`business.
`
`Id. Missouri law does not state that the corporation ceases to exist; rather, on the
`
`contrary, it specifically contemplates and provides for the instance that business would be carried
`
`on by imposing personal liability.
`
`Id.
`
`Therefore, in contrast to the arguments presented by Plaintiff for summary judgment,
`
`Missouri law does not provide for the cessation of existence of an administratively dissolved
`
`

`
`corporation, but rather specifically states that dissolved corporations: 1) continue to exist, 2) may
`
`be retroactively reinstated, and 3) if such corporation continues to operate, except for the acts of
`
`liquidating and winding up, subjects officers and directors to personal liability. Id As such,
`
`BeeNaturals, Inc. continued to exist during its administrative dissolution and contemporaneous
`
`use of the BEE NATURALS mark, which continued to inure to its benefit during the period of
`
`dissolution albeit with the possibility of personal liability for its officers and directors. The
`
`continued operation of the business is further contemplated by Missouri law, by providing
`
`retroactive reinstatement, which would be entirely superfluous if the act of continuing the
`
`business were strictly prohibited.
`
`D. Plaintiff Miscites Case Law That It Claims Supports Its Position
`
`Plaintiff cites Paradise Creations, Inc. v. UVSales, Inc., 315 F.3d 1304, 65 USPQ2d 1293
`
`(Fed. Cir. 2003).
`
`In that case, a Plaintiff was administratively dissolved under Florida law at the
`
`time it was conveyed patent rights and also the time it filed suit against a patent infringement
`
`defendant. Id at 1308. The defendant argued that the plaintiff lacked constitutional standing due
`
`to the administrative dissolution at the time of filing the complaint, even though the plaintiff was
`
`subsequently retroactively reinstated under Florida law.
`
`Id. The Court ruled that because the
`
`plaintiff failed to argue against defendant’s construction of the law that a dissolved corporation
`
`could not continue to conduct business during dissolution, it was deemed admitted.
`
`Id. at 1308-
`
`09. Such is not the case here. The Paradise Creations Court held that: “Therefore, the sole issue
`
`on appeal is whether a state corporate revival statute can retroactively confer Article III standing
`
`where it did not exist at the time the complaint was filed.” Id. at 1309. Paradise Creation dealt
`
`with standing at the time of suit, and the plaintiff in that case could have merely refiled the same
`
`suit on a day after it had been reinstated. Paradise Creation does not hold that an administratively
`
`

`
`dissolved corporation may not conduct any business, albeit without a corporate shield for its
`
`directors and officers, and only analyzes the question of standing under the Constitution.
`
`Furthermore, it deals with Florida and not Missouri law.
`
`In Byrd v. Hometown Heating & Air Conditioning, Inc., 228 B.R. 435 (Bankr. W.D. Mo.
`
`1999), a bankruptcy court held a defendant violated an automatic stay in bankruptcy to revive its
`
`administratively dissolved corporate status to perfect its claims over a debtor’s foreclosed estate.
`
`The bankruptcy court held the revival of the corporate status was an act that affected property
`
`within the debtor’s estate, to the detriment of the debtor, in violation of the automatic stay in
`
`bankruptcy. Id. at 437-438. As a result, the debtor’s action against the defendant for violation of
`
`the stay was not dismissed, presumably because the defendant’s action of reinstating the
`
`corporation had the effect of perfecting the defendant’s claim over property otherwise in the
`
`debtor’s estate in violation of the stay.
`
`Id.
`
`In any event, that court held: "Courts have denied retroactive application of reinstatement
`
`if it would encourage fraud or permit a manifest injustice." Id citing 16A Fletcher on Corporations,
`
`at § 8112.30. Here, there is no argument or finding of fraud on summary judgment that would
`
`prevent the application of retroactive reinstatement.
`
`Plaintiffs other cases are inapposite because they deal with corporations that were
`
`dissolved and never reinstated.
`
`In US. Ctr. Under. V Manchester L. & Cas., 952 S.W.2d 719
`
`(Mo.App. 1997), a case was dismissed for lack of standing because a defunct (and not reinstated)
`
`corporation brought suit in its own name and not the name of its corporate trustees (former
`
`directors and officers of the corporation).
`
`In Behr v. Bird Way, Inc., 923 S.W.2d 470 (Mo. App.
`
`1996), the case holding has nothing to do with corporate dissolution or reinstatement and merely
`
`recites the text of 351.486.3 in a footnote when noting that a corporation in question had been
`
`

`
`administratively dissolved. Mabirz Const. v. Historic Constructors, 851 S.W.2d 98 (Mo. App.
`
`1993), merely holds that statutory trustees of an administratively dissolved corporation (and in that
`
`case, never reinstated) cannot be held personally liable for winding up a dissolved corporation. If
`
`anything, Mabin Corzst. supports Defendant’s point that dissolved corporations continue to exist
`
`and can be sued.
`
`Id. at 103.
`
`E. Defendant Is Entitled To Summary Judgment On Count I Of The Petition
`Because The Mark Was Never Abandoned
`
`Consistent with Defendant’s argument and contrary to Plaintiff’ s, an administratively
`
`dissolved corporation does not cease to exist and is not legally prevented from doing business
`
`under Missouri law while dissolved, and can also be administratively reinstated with retroactive
`
`effect. Missouri law explicitly contemplates the entity to continue after dissolution and the
`
`practical reality is that thousands of corporations are inadvertently administratively dissolved,
`
`continue to operate, and are later reinstated retroactively. The law in Missouri specifically
`
`contemplates this reality by providing for retroactive reinstatement, which would otherwise be
`
`superfluous. For a court to hold that retroactive reinstatement is not possible would be to render
`
`the statute meaningless. Missouri law further contemplates operation of the business during
`
`administrative dissolution and provides for the removal of the shield from personal liability during
`
`the period of administrative dissolution for directors and officers. Missouri
`
`law further
`
`contemplates the corporations continued existence during a period of administrative dissolution
`
`by allowing an administratively dissolved corporation to be sued and providing for the continuing
`
`role of a dissolved corporation’s registered agent. See RsMo. 351.486 1l 4.
`
`Based upon the foregoing argument, summary judgment should be granted in favor of
`
`Defendant on Count I and denied to Plaintiff on Count I.
`
`

`
`III.
`
`DEFENDANT IS ENTITLED T0 SUMMARY JUDGMENT ON COUNT II
`
`“Under §7(h) of the Trademark Act, 15 U.S.C. §l057(h), if a mistake in a registration
`
`occurs in good faith through the fault of the owner of the registration, the Director may correct the
`
`error upon written request and payment of the fee required by 37 C.F.R. §2.6, provided the
`
`correction does not result in a change that would require republication of the mark.”
`
`“A
`
`registration can be corrected to cure an inadvertent error in the manner in which the owner’s name
`
`is set forth.” See TMEP § l609.l0(b).
`
`Count II of the Petition to Cancel alleges that the subject registration should be cancelled
`
`because in the original registration, the Registrant’s name appeared as “Bee Naturals, Inc.” rather
`
`than “BeeNaturals, Inc.” which is Defendant’s actual corporate name as listed in the records of the
`
`Missouri Secretary of State.
`
`On June 18, 2014, the Board granted Defendant’s motion to correct the name of the
`
`registrant to “BeeNaturals, Inc.” As such, Defendant is entitled to summary judgment that its
`
`registration is not invalid for the naming of a “non-existent” registrant, as alleged in that count. As
`
`a result, there is no genuine dispute as to any material fact as to Count II, and Defendant is entitled
`
`to judgment as a matter of law on Count 11.
`
`IV.
`
`CONCLUSION
`
`In view of the above, it is respectfully submitted that BeeNaturals is entitled to summary
`
`judgment on Counts I and II of the petition and Plaintiff’ s motion for summary judgment as to
`
`Count I should be denied.
`
`10
`
`

`
`
`
`Nelson D. Nolte
`
`NOLTE LAW FIRM
`
`918 Pontoison Dr.
`
`Manchester, MO 63021
`(314)452-1211 Phone
`(314) 266-6771 Fax
`Attorney for Defendant BEENATURALS, INC.
`
`CERTIFICATE OF SERVICE
`
`I hereby certify that a true and correct copy of the forgoing is being served via first class
`
`U.S. mail postage pre-paid this 17th day of November 2015 upon the following:
`
`John M Bolger
`Bolger Legal Group LLC
`PO Box 170616
`
`Whitefish Bay, WI 53217
`Attorney for Plaintiff
`
`6
`
`«
`/
`
`7
`
`//
`/,/’7
`/,./' X, / ,/Z/‘X
`¢/
`/—
`Nelson D. Nolte
`
`.-/
`
`CERTIFICATE OF MAILING
`
`I hereby certify that this correspondence is being deposited with the United States Postal
`
`Service with sufficient postage as first class mail in an envelope addressed to ATTN: Trademark
`
`Trial and Appeal Board, Commissioner for Trademarks, P.O. Box 1451, Alexandria, Virginia
`
`22313-1451 on November 17, 2015.
`
`V///'7
`//4’
`/"’ ///I
`,/'/
`M Nelsdn D. Nolte
`
`/‘V/,
`
`/’
`
`”'/
`
`11
`
`

`
`EXHIBIT A
`
`ADMINISTRATIVE DISSOLUTION
`
`OR REVOCATION FOR A
`
`FOR—PROFlT CORPORATION
`
`E|lJS2lJ9D3
`BEENATURALS INC.
`BARBARA T. CHAPPUIS
`103 North First Street P.O. Box99
`
`Clarksville, MD 63336
`
`December 29, 2006
`
`BEENATURALS INC.
`
`00520903
`
`The above corporation has failed to comply with Section 351.484, 351.525, or 351.598 RSMO, by;
`
`Failure tofife a correct and current annual report
`
`Therefore, the above corporation stands administratively dissolved or revoked under the provisions of
`Section 351.486 or Section 351.602, RSMo, as ofDecember 29, 2006, subject to rescission as in these
`acts provided. A corporation administratively dissolved may not carry on any business except that
`necessary to wind up and liquidate its business and affairs under Section 351.476.
`
`For further information, please contact the Corporations Division at (866) 223-6535 toll free.
`
`
`
`77(.AA £8
`
`I\I~ark R. Reading
`Esxecutive Deputy Secretary of State
`
`

`
`EXHIBIT B
`
`Int. Cl.: 3
`
`Prior U.S. Cls.: 1, 4, 6, 50, 51, and 52
`
`United States Patent and Trademark Office
`
`Reg. No. 3,197,276
`Registered Jan. 9, 2007
`
`TRADEMARK
`PRINCIPAL REGISTER
`
`BEE NATURALS
`
`BEE NATURALS,
`TION)
`P.O. BOX 99
`
`INC.
`
`(MISSOURI CORPORA-
`
`CLARKSVILLE, MO 63336
`
`FOR: NON-MEDICATED SKIN CARE PREPARA-
`TIONS; NAIL CARE PREPARATIONS, IN CLASS 3
`(US. CLS. 1,4, 5, 50, 51 AND 52).
`
`THE MARK CONSISTS OF STANDARD CHAR-
`ACTERS WITHOUT CLAIM TO ANY PARTICULAR
`FONT, STYLE, SIZE, OR COLOR.
`
`NO CLAIM IS MADE TO THE EXCLUSIVE
`RIGHT TO USE "NATURALS", APART FROM THE
`MARK AS SHOWN.
`
`SN 78-368,710, FILED 2-16-2004.
`
`FIRST USE 8-1-1997; IN COMMERCE 8-1-1997.
`
`YONG KIM, EXAMINING ATTORNEY
`
`

`
`EXHlBlT C .
`
`
`
`State of Missouri
`Jason Kander, Secretary of State
`
`’
`
`t
`
`'
`
`
`
`Corporations Division
`PO Box 778 I 600 W. Main St., Rm. 322
`Jefferson City, MO 65102
`
`Application for Reinstatement
`(Submit with a filing fee nf$55.00fbr General Busine.r.t. $25.00fm' Nonprofit)
`
`1. The corporation's name is:
`
`BEENATURAL5 INC-
`
`-
`
`'
`
`Charter Number: .
`
`00520903
`
`File Number:
`00520903
`
`Date Filed: 04/29/2014
`
`J“°" K"‘"“°'
`5eC|'et3"Y Of State
`
`
`2. The date of the forfeiture/administrative dissolution _was:
`
`December 29 2 2006
`
`3. The grounds for forfeiture/administrative dissolution which have been eliminated were:
`(Clrcck all that may apply)
`
`X Failing to file an annual registration report;
`
`Failing to maintain a registered agent or office;
`
`Failing to extend the period of-duration;
`
`.
`
`Procuring its Charter/Authorization by fraud;
`Other
`
`4. Attached is a cenificate of tax clearance from the Department of Revenue reciting that all state taxes have been paid.
`
`In Affimmtion thereof, the facts stated above are true and correct:
`(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)
` OJ
`.
`Barbara T. Cha
`"
`President
`
`
`
`ll of the board
`Printer] Name
`77!/L‘
`AuIl:ori:e.-rl ri_i;nnIuI'c ufufli¢'¢'r or ch
`'
`.
`D0’? '
`
`
` i:::tr‘““**“*——*\__c._____c
`
`
`Cit)’. State. and Zip Code:
`
`
`
`
`
`//II///II/I///I//I/II///It/IllMlllllllllllll
`
`T1412°57583
`
`Lury. ..... ..
`
`

`
`EXHIBIT C
`7"74}M»o vu/2/1}
`.>_~_?}\‘}‘.\.!\
`5-"“'"':~7 I DEPARTMENT on: REVENUE
`1gmphone;573)751y26g
`Fax:(573)522-1265
`E-mail: taxcIcarancc@dor.mo.gov
`
`
`
`§A;‘A;§?(“3‘;:‘gI5I°N
`JEFFERSON CITY MO 65105-3666
`
`CERTIFICATE OF TAX CLEARANCE
`
`BEENATURALS INC
`PO BOX 99
`
`DATE:
`
`APRIL 3, 2014
`
`CLARKSVILLE MO 63336
`
`MISSOURI CORPORATION CHARTER NUMBER:
`
`00520903
`
`In response to
`Thank you for contacting the Missouri Department of Revenue.
`the corporation‘s request, a review of the tax records has been completed. All
`taxes owed,
`including all liabilities owed as determined by the Division of
`Employment Security, pursuant to Chapter 288, RSMo, have been paid.
`
`This statement is not to be construed as limiting the authority of the Director
`of Revenue to pursue collection of liabilities resulting from final litigation,
`default in payment of any installment agreement entered into with the Director
`of Revenue, any successor liability that may become due in the future, or
`audits or reviews of the taxpayer's records as provided by law.
`
`This Certificate of Tax Clearance must be presented to the Missouri Secretary
`of State's Office with any required paperwork and payment.
`For information
`concerning the Secretary of State's requirements, you may call their office at
`(573) 751-4153 or toll free at (866) 223-6535.
`
`If you require additional information or assistance, please contact the
`Taxation Division at Post Office Box 3666, Jefferson City, Missouri 65105-3666
`or by telephone at (573) 751-9268 during the hours of 8:00 a.m.
`to 5:00 p.m.
`
`If
`THIS CERTIFICATE REMAINS VALID FOR SIXTY (60) DAYS FROM THE ISSUANCE DATE.
`you do not complete your transaction in sixty (60) days you must obtain a new
`Certificate of Tax Clearance. Additionally, a new Form 943, Request for Tax
`Clearance, may be required.
`
`Sincerely,
`
`Dwayne Maples
`Administrator, Business Tax
`Taxation Division
`
`SL:DU0306
`
`CBN001
`201409300301240
`
`

`
`at,‘
`w:11
`
`Jason Kander
`
`Secretary of State
`
`CERTIFICATE or RESCISSION
`
`, JASON KANDER, Secretary of State of the State of Missouri, hereby certify that the
`orfeiture/administrative dissolution entered against
`
`BEENA TURALS INC.
`
`00520903
`
`11 the 29"‘ day of December, 2006, as provided in the General and Business Corporation Law
`ing in the records
`as this day rescinded and said corporation was hereby restored to good stand
`f this office.
`
`
`.0”.....~..,...,.._m..
`...E.¢.:3...
`
`.9
`
`
`
`mi
`“$1I’!
`. H
`
`it!Au
`
`i\}
`
`.....w,...«.r\.wtwiw,.m.m.u\,2-0.M\n.u.u.Jun.mamawwmn...n.u..u,human‘mu...»»..v.\......,.mmm.um.»/.,‘Jmu./..
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`.:NA...Na}...$m¢.4/.........\3.“.....v\9........s%.........\3o..........\s¢....“......\sI..”.....\s¢..u....3;::..3/.........Vs9........\3/.......ss4o.~.......\3o........91.1»)......s0....a.s...“"....«s\¢....\\.1co~m.V....m...I..3$.36..souoo...scalp2....o4.2.~sV.».............u.....1..3.4:1.~40:3s...»2............n.::..95..o4.“.:..€...o..:os...oo...~s...¢o.........é...3.0:.oa...o~...a4a.4o..4...vsr...
`
`
`
`
`
`
`
`
`
`
`
`%$@@%§@§%§%%%@fi§%§%£%%%§%§§§§$%fiJ§y§§§@§?w§EA
`
`
`
`
`
`
`
`
`
`tn:.0z.xz.0M¢..:......¢........:...e09.?...:.~0,..03..6..........a........w..w.....m.s¢...........::O..(.0$:~¢...5....:..+.....L......3,,.,..3,.....32.,5..w.31N,u..,1.,....H.._J.,onan.1(:.,....3.,.,.x_.,KoN._:_5s..3..2.3...“23..3rm:F..$.T:H,.2..nu,iM__,.:Tu._3_.__.U.__$1H.
`
`
`
`
`
`
`:=:fl,.:5.e:nu;;.H.T33.:«L_,V733..5,.5W?.m.,iMuuoW../,
`
`0
`
`:.
`
`‘ E ?«
`Q.‘
`:5‘o
`$0.0 ‘
`.-'
`a‘.‘O§O;O’
`
`00»?A1oto.u“$11I..4
`
`5 9th day ofApril, 2014.
`
`W
`
`E
`
`'
`
`9 %
`
`A‘-.;.
`
`i»
`'3‘!M?'4.33.;
`
`I
`
`:2
`I’ 1
`2
`20»
`In!0o
`25» pi‘
`‘M
`::
`5
`’
`.
`0
`:5‘
`32-‘
`04%.
`0,50 . ,1‘. .:::,t,’-9
`‘,.\_-
`.\/
`~
`
`
`/u.Iu.«vu|¥w\/fll«hI\.ol.W\
`an.ann.,....~
`
`> UK)
`
`sf:8
`2
`
`SOS #30 (01-2013]
`
`
`
`
`
`
`wm.w..»\./...mw.u..u.mM.m..$.43%..../..7/1.75%.»...my...
`
`
`
`
`
`
`wnuswu..uww..»w.w”s.\n.u~.w.b.&.N.muVwuw.&”».%%W.m....b.w\..«av»ouwu@wu%%v%@%»..»“~ou%«%&.....3..s...»....oo...\...u_»~5!»;S.....Qs..u.«m»%wk»¢o@I.a...Vs..»......9...»......
`
`
`
`o:soon»oneu.9»:opas.nou.an:anID
`
`..:.._...7...,......H..z........z
`2s....1ouo.ants.3:0so3..o¢..u.osu..
`
`
`
`
`.2..9.1.....:.....29:._.?:..........,.1.......:T;.1I...
`
`..I0\!fldwu/0IO..0.
`
`
`.1,_um:..grmm.¢,_...5..maL.
`II0!0%,\c¢o~nI\\/vents\v
`
`
`
`..V.nh-nq\\/.Ions:&».oounnnow....yfuuuus-Lk»».\.>son“.Iw..u»Wo1Wuooovonc.h.xrfrotov...
`
`
`
` nmsmShTtEYAaTmmma0...
`
`
`
`
`NmLi0AC
`
`EfimS%HSCRWwmf
`Y.mo.wV..
`MdEe
`
`
` WmMmowomubmm
`
`
`
`
`hmbs
`me.L
`
`
` wmmr.O€dS
`
`f,
`
`CI
`
`
`
`
`
`
`
`
`
`
`
`
`

`
`6/9/2014
`
`Section 351-rE$?|e—ipr§tTuferB<)||ovving dissolution--na
`
`Missouri Revised Statutes
`
`Chapter 351
`General and Business Corporations
`
`Section 351.488
`
`August 28, 2013
`
`Reinstatement following dissolution--name of reinstated co rporation--administrative
`dissolution, effect of.
`
`351.488. 1. A corporation administratively dissolved pursuant to section 351.486 may apply to the secretary of state for
`
`reinstatement. The application must:
`
`(1) Recite the name ofthe corporation and the effective date of its administrative dissolution;
`
`(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;
`
`(3) State that the corporation's name satisfies the requirements of section 351.110;
`
`(4) Contain a certificate from the department ofrevenue reciting that all taxes owed by the corporation, including all
`liabilities owed as determined by the division of employment security pursuant to chapter 288, have been paid or that a
`tax payback plan has been arranged with the department of revenue for liabilities owed to the department ofrevenue and
`a tax payback plan has been arranged with the department of labor and industrial relations division of employment
`security for any liabilities owed as determined by the division of employment security pursuant to chapter 288; and
`
`(5) Be accompanied by a reinstatement fee in the amount of fifty dollars plus any delinquent fees, penalties, and charges
`
`that might have accrued.
`
`2. If the secretary of state determines that the application contains the information and is accompanied by the fees
`required by subsection 1 of this section and that the information and fees are correct, the secretary of state shall cancel
`the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the
`effective date ofreinstatement, file the original ofthe certificate, and serve a copy on the corporation as provided in
`section 351.380.
`
`3. When the reinstatement is effective, it relates back to and takes effect as ofthe effective date ofthe administrative
`dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
`
`4. In the event a corporation was administratively dissolved for failure to file an annual registration report, and the
`secretary of state determines that such failure was due to military service, as described in section 41.950, the secretary
`of state may determine to waive the requirements of subsection 1 ofthis section, inchiding waiver ofthe reinstatement fee
`described in subdivision (5) of subsection 1 ofthis section, and shall, as required by subdivision (5) of subsection 1 of
`section 41 .950, waive any penalties or charges as provided in subdivision (5) of subsection 1 of section 41.950. Upon
`making the determination that failure to file an annual registration report was due to military service, the secretary of state
`shall cancel the certificate of dissolution and prepare a certificate ofreinstatement that recites his or her determination
`and the effective date of reinstatement, file the original ofthe certificate, and serve a copy on the corporation as provided
`ir1 section 351.380. Nothing in this subsection shall be construed so as to waive the annual registration report fees due
`
`http://vwwv.mog a.rno.g ov/statutes/C 300-399/3510000488.HTM
`
`1/2
`
`

`
`6/9/2014
`
`Section 351-
`
`‘E‘3?fi1‘f§j“gj;_
`for the year or years in which no annual registration report wa
`
`i
`
`t
`
`ollowing dissolution--na
`
`5. In the event the name was reissued prior to the time application for reinstatement was filed, the corporation applying
`for reinstatement may elect to reinstate using a new name that complies with the requirements of section 351.1 10, and
`that has been approved by appropriate action ofthe corporation for changing the name thereof
`
`(L. 1990 H.B. 1432, A.L. 1991 HB. 219, AL. 1994 HB. 1095, A.L. 1995 HB. 558, AL. 1996 HB. 1368, A.L. 2006 HB. 1427 merged with S.B. 845)
`
`(2009) Reinstatement ofan administratively dissolved corporation under statute is retroactive to the date ofthe administrative dissolution. OHM Properties v.
`Centrec Care, Inc, 302 S.W.3d 170 (Mo.App. ED).
`
`
` Missouri General Assemb Q
`
`©Co
`
`it
`
`httn://www_moa a.mo.a ov/statutes/C 300- 399/351 OO00488.HTM
`
`.712