PURPOSE: This rule sets out definitions for use with the rules in this chapter.

1. (1) The terms listed in this section are defined as follows unless the context clearly indicates a contrary meaning:

   1. (A) Surplus—total assets without regard to liabilities. See, State ex rel. Marquette Hotel Investment Co. v. State Tax Comm., 221 SW 721 (Mo. banc 1920);
   2. (B) Taxpayer—a foreign or domestic corporation subject to the provisions of Chapter 147, RSMo;
   3. (C) Subsidiary—corporation, more than fifty percent (50%) of whose voting stock is owned by the taxpayer;
   4. (D) Domestic corporation—a corporation organized under the laws of the state of Missouri. The term “domestic corporation” does not include: an unincorporated sole proprietorship, a partnership, a limited partnership, a limited liability company, a limited liability partnership, a trust or a municipal corporation;
   5. (E) Foreign corporation—a corporation organized under the laws of any state other than Missouri, the District of Columbia, any territory or possession of the United States, or any foreign country, whether operating 12 CSR 10-9

under a certificate of authority to transact business in Missouri or not. The term “foreign corporation” does not include: an unincorporated sole proprietorship, a partnership, a limited partnership, a limited liability company, a trust, a business trust or a municipal corporation;

1. (F) Secretary of state—the secretary of state of the state of Missouri or his/her delegate(s); and

2. (G) Capital stock and surplus—the greater of—

   1. 1. The par value of a corporation’s

issued and outstanding shares (shares without par are valued at five dollars ($5)); or

1. 2. A corporation’s surplus as defined in

subsection (1)(A) of this rule. See, Boatmen’s Bancshares v. Director of Revenue, 757 SW2d 574 (Mo. banc 1988).

AUTHORITY: section 147.120.9, RSMo Supp. 1995.* This rule previously filed as 15 CSR 30-150.120. Original rule filed Sept. 28, 1995, effective March 30, 1996. Changed to 12 CSR 10-9.150, effective Jan. 1, 2000. *Original authority: 147.120.9, RSMo 1939, amended 1943, 1945, 1969, 1979, 1982, 1983, 1987, 1992, 1995.