Filing a Foreign Corporation or LLC in Missouri

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If your company was not incorporated in Missouri, but you wish to do business there, you need to apply for a Missouri Certificate of Authority.

Known as Foreign Qualification, this process allows a company formed in Delaware or any other state to legally transact business in Missouri.

How to Get a Certificate of Authority in Missouri:

Existing LLCs and Corporations have the same document requirements in this state when applying for Foreign Qualification:

  • Certificate of Good Standing from the company’s home state, dated within 60 days.
    Note: this document is also referred to as a Certificate of Existence in some states.

Missouri requires an application to be submitted along with a fee of $105 for LLCs or $155 for corporations ($25 for non-profit corporations). A small convenience fee is typically charged by the state as well for this transaction. The fee should be approximately $2 for an LLC and $3 for a corporation; however, these amounts may vary.

In addition, you must appoint and maintain a Missouri Registered Agent at all times. We can provide this service for just $99 per year.

Harvard Business Services can assist with your application so you don’t have to deal with the Missouri Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Contact us for an exact quote.

How Do I Know if I Need a Missouri Certificate of Authority?

If you plan to do business in the state of Missouri and are incorporated elsewhere, you will generally have to obtain Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

Like many other states, Missouri’s state statutes specify some example activities that do not constitute doing business in the state, and therefore do not require Foreign Qualification:

The following activities, among others, do not constitute transacting business within the meaning of subsection 1 of this section:

2005 Missouri Revised Statutes - § 351.572:

  • (1) Maintaining, defending, or settling any proceeding;

  • (2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

  • (3) Maintaining bank accounts;

  • (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;

  • (5) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

  • (6) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

  • (7) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

  • (8) Transacting business in interstate commerce.

[source: https://law.justia.com/codes/missouri/2005/t23/3510000572.html]

Keep in mind that even if the state of Missouri does not require a Certificate of Authority for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Missouri Annual Report Requirements

If you have Foreign Qualification for a corporation in Missouri, you will be required to file an annual report in order to keep your company in good standing status with the state. The annual corporation renewal fee is $45.

Missouri does not impose an annual fee for foreign LLCs. No payment will be owed to the state of Missouri to maintain your foreign LLC. Please note that this does not mean you are exempt from paying other taxes due to the state.

In addition, the annual requirements above are independent of requirements you may have in Delaware or other states.

Since 1981, Harvard Business Services, Inc. has helped form 186,935 Delaware corporations and LLCs for people all over the world.

Registered Agent Service

Harvard Business Services, Inc. guarantees your annual Delaware Registered Agent Fee will remain fixed at $50 per company, per year, for the life of your company.