Missouri Foreign Registration / The fine
The fine and the court bar for an unregistered foreign LLC in Missouri
A foreign LLC that transacts business in Missouri without registering is subject to a fine of not less than $1,000, and it may not bring any suit in a Missouri court until it has registered. The fine has a floor but no stated ceiling and no daily rate. Its contracts survive, and members do not become personally liable just for skipping registration.
What a failure to register costs
| Item | What the statute says |
|---|---|
| Fine | Not less than $1,000 |
| Who collects | The county prosecutor, after the Secretary of State reports it |
| Court access | No suit or action while the requirements are unmet |
| Contracts | Remain valid |
| Members | Not liable for company debts only because of the failure |
| Registration fee on top | $105 |
Registering after a fine of the minimum would cost $1,105 in all.
The fine
Section 347.163 says a foreign LLC that neglects or fails to comply with the registration section is subject to a fine of not less than $1,000. It sets no maximum and no daily rate. If the Secretary of State learns that an LLC is transacting business in contravention of the chapter, it reports the fact to the prosecuting attorney of any county where the business is done, and the prosecutor then brings proceedings to recover the fine as soon as practical.
The court bar
On top of the fine, no foreign LLC that fails to comply may maintain a suit or action, legal or equitable, in any Missouri court, on any demand, whether it arises from contract or tort, while the requirements are unmet. Registering lifts the bar. An unpaid invoice cannot be pursued through a Missouri court until the LLC is registered.
What stays valid
Skipping registration leaves the LLC's contracts and acts intact, and the LLC may still defend itself in a Missouri court. No member answers for company debts or obligations solely because of the skipped registration.
Long-arm jurisdiction
By transacting business without registering, the LLC subjects itself to the Missouri provisions on service of process on out-of-state parties, in relation to claims arising from that business.
Can the fine be reduced?
The statute sets a floor and no ceiling. Whether a prosecutor will accept a late registration in place of the fine, or whether the fine can be reduced, depends on the facts and is covered in the lawyer section below. What we do is prepare and file the registration.
What registering changes
Registering lifts the court bar. From that point the LLC can bring a Missouri suit on a contract or a tort claim like any registered foreign LLC. The fine is a separate item: the statute sets its floor at $1,000, and the table above adds the $105 registration fee to show the full cost of registering after a fine of that size.
What the bar does not reach
The bar covers suits the LLC brings. An LLC sued in Missouri can still defend the case, and the bar does not undo the LLC's contracts or make its members answer for company debts. An unregistered LLC is therefore exposed in the courts it wants to use, not in the deals it already has.
Corporations are treated alike
A foreign corporation doing business in Missouri without a certificate of authority faces a fine of not less than $1,000, collected the same way, and the same bar on suing. Its acts stay valid. The corporation page has more.
How to fix it
Register. Order the home certificate, line up the agent and file Form LLC 4 for $105. The guide gives the order of work. Once registered, the court bar ends.
What a lawyer can add
A Missouri lawyer can say whether earlier activity counted as transacting business, whether to mention past dates on the application, and how to approach a prosecutor if a fine has been threatened. Those turn on facts that this site does not have.
Fine questions
Is the fine per day?
No. The statute sets a minimum of $1,000 and no daily rate.
Does registering erase the fine?
Registration lifts the court bar. What it does for a fine already threatened depends on your facts.
Is there a criminal penalty?
The statute describes a fine recovered by the county prosecutor.
Are my contracts void?
No. They remain valid.
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
- Missouri Secretary of State, schedule of fees and charges
- Missouri Form LLC 4, foreign LLC registration
- Missouri Revised Statutes 347.153, registration of foreign LLCs
- Missouri Form Corp 42, foreign corporation certificate of authority
- Missouri Form Corp 55A, foreign nonprofit certificate of authority
- Missouri Revised Statutes 347.163, failure to register
- RSMo 351.574, consequences of transacting business without authority
Ready to register in Missouri?
Order now and we line up the certificate date before filing.