Missouri Certificate of Authority

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.

Acquiring Missouri Foreign Qualification allows a company formed in Delaware or any other state to legally transact business in Missouri.

How to Get a Missouri Certificate of Authority:

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

• In Missouri, a 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 Certificate of Authority require applications 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 Missouri 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 Missouri 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 a Missouri Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Missouri Annual Requirements

If your corporation has Missouri Foreign Qualification 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.