Missouri Foreign Registration / Corporations

Form Corp 42 and a foreign corporation's Missouri authority

A foreign corporation gets its Missouri certificate of authority by filing Form Corp 42 for $155, and a nonprofit files Form Corp 55A for $25. Chapter 351 of the statutes lists what the application sets out. We prepare the filing for $199.

The corporation filing at a glance

Filing: Application for Certificate of Authority
Form: Form Corp 42
Fee: $155 (the statute sets $150)
Nonprofit: Form Corp 55A, $25
Home paper: A certificate of existence, not more than 60 days old
Yearly: A corporate registration report
Withdrawal: Certificate of withdrawal, $25

When a foreign corporation needs authority

Section 351.572 bars a foreign corporation from transacting business in Missouri before it holds a certificate of authority. The same section lists eight activities that do not count: defending or settling proceedings, board and shareholder meetings, bank accounts, offices for transferring its own securities, creating or acquiring debt and security interests, collecting debts and enforcing security, an isolated transaction completed within thirty days, and interstate commerce. The list is not exhaustive.

What the application sets out

Section 351.576 lists seven things: the corporation's name or an available Missouri name, its incorporation place and date and its stated duration, the street address of the principal office, the address of the registered office in Missouri and the name of its registered agent there, the names and usual business addresses of its current directors and officers, and any other information the Secretary of State needs to calculate fees or taxes. The home official's authenticated proof of existence goes with it. Form Corp 42 carries a note that the certificate may not be more than 60 days old.

The corporation name in Missouri

A foreign corporation whose name does not meet Missouri's naming rule can add corporation, incorporated, company or limited, or an abbreviation, or can use a fictitious name adopted by a board resolution. The name must be distinguishable from the names of Missouri corporations, nonprofits, limited partnerships and LLCs and from reserved names. A corporation that changes its name, its period of duration or its state of incorporation needs an amended certificate of authority.

The registered agent

A foreign corporation keeps a registered office and agent in Missouri. A corporation's agent is an individual who lives in Missouri with a business office at the registered office, a Missouri corporation or nonprofit corporation, or a foreign one authorized in Missouri, each with its business office at the registered office. A change goes on a statement of change setting out six things, and the agent's resignation ends the appointment on the thirty-first day after it is filed.

Missouri fees for a foreign corporation

Filing	Statute	Schedule
Certificate of authority	$150	$155
Amended certificate of authority	$20	$25
Certificate of withdrawal	$20	$25
Nonprofit certificate of authority	$20	$25

The schedule's figures sit above the statute's, and the schedule is the figure we use.

The yearly corporate registration report

Corporations licensed in Missouri have a yearly duty that LLCs lack, the corporate registration report. It covers the corporate name, the registered agent and its Missouri physical address, the names and addresses of officers and directors, and the mailing address of the principal place of business, it is signed by an officer or authorized person, and it falls due in the month it qualified in Missouri. The statute sets $40 for a written report and $15 for one filed electronically, with $15 for each thirty days of lateness. A corporation can choose a two-year cycle at $80 on paper or $30 electronically. Those are the statute's amounts; we confirm the current figure when we file.

Revocation and reinstatement

The Secretary of State may begin to revoke a foreign corporation's certificate for eight reasons, including a report more than thirty days overdue, an unpaid final tax assessment, no registered agent or office for thirty days, and a false statement in a filed document. The corporation gets written notice and 60 days to correct before the certificate of revocation is signed. Reinstatement takes an application that recites the name and revocation date, states the grounds are cured, states the name is allowed, includes a Department of Revenue certificate that taxes are paid or a payback plan exists, and carries a $50 fee plus any delinquent charges.

Operating without a certificate

A foreign corporation doing business without a certificate faces a fine of at least $1,000, recovered by the county prosecutor after the Secretary of State reports it, and may not maintain a proceeding in a Missouri court until it obtains one. A successor or assignee of the claim is barred too. Corporate acts remain valid, and the corporation may still defend.

Withdrawing

No foreign corporation may leave without first obtaining a certificate of withdrawal. The application states five things: the surrender of authority, naming the Secretary of State as recipient for earlier claims, a mailing address for them, and a promise to keep that address current for five years. The fee is $25.

How we prepare a corporation filing

You choose profit or nonprofit
That decides the form and the fee.
We check the certificate dates
The certificate must be no more than 60 days old.
We line up the agent
A Missouri office with a business office at it.
We complete the form
Built from your answers and ready to sign.
We file it
With the state fee for your type.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Corporation questions

Is the corporation fee the same as the LLC fee?

No. The schedule shows $155 for a corporation and $105 for an LLC.

Does an S corporation file differently?

Nothing in the statute treats it differently. Tax status is separate.

Do nonprofits pay the corporation fee?

No. A nonprofit pays $25.

Do corporations have a yearly filing?

Yes, the corporate registration report. LLCs do not.

Have us prepare Form Corp 42

Our fee and Missouri's

Missouri's fee is $105. We list it apart from our own. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Register in Missouri

$199

+ $105 Missouri fee

Form LLC 4, filled out from what you tell us
The age of your formation-state certificate checked against the 60-day limit
A registered agent and office inside Missouri, provided by us or chosen by you
The registration as filed, handed back to you
Renewal: after the first year, the agent service renews at $149 a year

Sources

Ready to register in Missouri?

Order now and we line up the certificate date before filing.