Missouri Foreign Registration / Cancelling

Ending or changing a Missouri foreign LLC registration

A foreign LLC leaves Missouri by filing Form LLC 8, the cancellation of its registration, for $25, and changes its registration on Form LLC 14 for $25. Either filing can be prepared for $199.

Leaving and changing at a glance

Cancellation: Form LLC 8, $25
Amendment: Form LLC 14, $25
Agent or office change: Form Corp 59, $10
Statute: $20 for cancellation plus the add-on
Corporation: Certificate of withdrawal, $25

When should a foreign LLC cancel?

When it has stopped transacting business in Missouri for good. The fee schedule lists the filing as the cancellation of registration of a foreign LLC, $25. A dormant LLC pays no yearly fee while it stays registered. The reason to cancel is housekeeping: it removes the Missouri agent and office from your obligations and ends the chance of mail going to a stale address.

The mailing address for later papers

Form LLC 8 includes a mailing address, which is where the Secretary of State forwards any process served on it once the registration is cancelled. The address matters. A claim from the Missouri years can still arrive, and it will go to that address. Use an address that will be staffed for several years, not a temporary one.

Before you cancel: a checklist

Close or move the Missouri bank accounts and contracts that tie the LLC to the state. Give the registered agent notice that the engagement is ending. Closing Missouri tax accounts is a separate job with the Department of Revenue. File anything the LLC owes to the city or county where it worked. And keep copies of the cancellation with the company's records. If the LLC owns rented property in a large city or county, check whether an affidavit naming a property manager is still required.

What cancelling does and does not do

It ends the Missouri registration. It does not dissolve the LLC, close its home-state record or erase an obligation already incurred. A company winding up altogether also dissolves at home. A claim from the Missouri years can still reach the LLC through the mailing address given on Form LLC 8.

Amending the registration: Form LLC 14

A foreign LLC authorized in Missouri obtains an amended certificate of registration from the Secretary of State if it changes its name or the state or country of its registration. The amendment includes a fresh certificate of existence or something equivalent, dated within sixty calendar days from filing. The statute sets $20; the schedule's total is $25.

Changing the agent or the office: Form Corp 59

A statement of change at $10 moves the agent or the office. It carries the LLC's name, both addresses, both agents, the successor's written consent, and two statements: that the addresses match and that the LLC approved the change. It is effective once filed. The agent and the address must both be in Missouri, and the form does not let the LLC serve as its own agent.

When the agent resigns or moves

If the agent moves or resigns, the filings differ from a cancellation and are covered on the agent page. Until a successor is in place, the Secretary of State is the automatic agent for service, but the LLC should not rely on that.

Corporations

A foreign corporation withdraws with a certificate of withdrawal, $25, and amends its authority for $25. The corporation page has the details.

Records to keep after you cancel

Keep the filed Form LLC 8 with the LLC's permanent records, along with the last agent's termination notice and the mailing address you gave for later papers. If a claim from the Missouri years arrives, the cancellation date and that address are the records to have on hand.

Who signs the cancellation

Like other documents under chapter 347, Form LLC 8 is executed by an authorized person or by someone duly authorized under the operating agreement, and the signature doubles as an affirmation that the contents are accurate and that the signer is entitled to act. Check the operating agreement before choosing the signer.

Cancelling a foreign LLC in Missouri

Stop Missouri business
Close accounts and contracts tied to the state.
Notify the agent
The engagement ends with the LLC's exit.
Prepare Form LLC 8
Add a mailing address that will be staffed for years.
Sign and file
The fee is $25.
Hold on to the filed copy
It proves the registration ended.

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.

Cancellation questions

Do I have to cancel when we stop working in Missouri?

No. A dormant registration costs nothing yearly, but the agent and office duties continue.

Can the Secretary of State still serve us afterward?

Yes, at the mailing address you give on Form LLC 8.

Can we register again later?

Yes, with a new application and the fee again.

Does leaving Missouri touch our home-state record?

No. It affects only Missouri.

Have the cancellation prepared

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

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