Missouri Authority for a Corporation Chartered in Another State

A corporation is foreign in Missouri when it was chartered by another state or a foreign country. Under section 351.572 of the General and Business Corporation Law, that kind of company must hold the Secretary of State's certificate of authority before it conducts any business here. The Corporations Division in Jefferson City handles the filing.

Nothing about the certificate converts the company into a Missouri corporation, and the home-state charter is untouched. Missouri leaves the internal affairs of an authorized foreign corporation alone. What the certificate does is put the corporation on Missouri's records, tie it to a Missouri registered agent and office, and make it answerable to Missouri's reporting rules.

Nobody has written down a definition of "transacting business" in Missouri. The Secretary of State's own FAQ says the question is decided case by case, that there is no bright-line rule, and that many companies hire an attorney to decide because the answer often rests on court decisions. The statute offers a partial list of excluded activities and concedes it is not complete:

• Litigating or settling a dispute
• Board and shareholder meetings, plus other internal matters
• Keeping a bank account
• A transfer office or trustee for the corporation's own securities
• Borrowing, or taking a mortgage or security interest
• Collecting debts and enforcing security for them
• One isolated transaction finished inside thirty days
• Interstate commerce

Read that list for what it leaves out. Missouri's corporate statute does not exempt selling through independent contractors, taking orders that are accepted elsewhere, or owning property, which several other states do exempt. A corporation that owns a Missouri building or sells through a local rep cannot treat those facts as safe just because they are familiar from somewhere else. Holding an interest in an LLC that does business here, standing alone, does not trigger the requirement either.

The best course with mixed facts is to talk to a Missouri lawyer before choosing, because the cost of getting it wrong is described further down.

Corp. 42 is the state's form for a foreign for-profit corporation applying for a certificate of authority. The Secretary of State's schedule lists the qualification fee as $155. Missouri's online filing system lets a for-profit corporation start a foreign registration by choosing "foreign" at the beginning, and you can pay online with a card or an e-check. Electronic payment carries a small convenience fee that the state does not keep. A paper version can be mailed with a check to PO Box 778, Jefferson City. No expedite fee and no processing time are published, and the online FAQ warns of longer processing than usual.

Items on the form

• The corporation's name and the state or country where it exists
• The name it will use in Missouri, when that differs
• Its date of incorporation and the length of its duration
• Where its principal place of business is located
• The name and physical address of its Missouri registered agent and office
• The specific purposes of its Missouri business
• Officers and directors with business addresses
• An effective date, up to ninety days out, if you want one

An officer or the board chairman signs the form, and the signature carries a statement that false statements are subject to Missouri's perjury law.

The form's footnote is blunt: submit a current original good standing certificate or existence certificate, not more than sixty days old, from the secretary of state or similar authority where the corporation is domiciled. Section 351.576, behind the form, wants an existence certificate (or a comparable paper) authenticated by the official at home, with no number of days attached. The form does, so plan around sixty.

Order the certificate from the home state shortly before you file, because a document that ages past the limit is a reason for the filing to be rejected. Pricing of the certificate is up to the home state, and ordering it falls to the owner.

If the home name does not satisfy Missouri's corporate name rules, the corporation may add a word such as Inc. or Ltd. for use in Missouri, or use a fictitious name backed by a board resolution that its secretary certifies. The name must also stay distinct, in the state's database, from Missouri and authorized corporations, nonprofit corporations, reserved names, limited partnerships, LLCs and the foreign versions of both. Another holder's written consent plus its undertaking to rename itself, or a final court judgment, can open the way to a name that is otherwise too close.

Who can be the agent

Section 351.586 allows an agent who is a Missouri-resident individual, a domestic corporation or domestic nonprofit corporation, or a foreign corporation or foreign nonprofit corporation authorized here. In every case the agent's business office must be identical with the registered office. The statute names corporations, not LLCs, so an agent organized as an LLC is not on the list. The Secretary of State accepts a PO box only when a street address in the same city is listed too, and it will not accept the address of a retail mailing store.

Every foreign corporation licensed in Missouri files a corporate registration report under section 351.120, in the month it qualified. The fee is $20 online and $45 on paper. A biennial option exists for a corporation that qualified in an even year (reporting in even years) or an odd year (reporting in odd years), at $40 online or $90 on paper. The report lists the agent, the officers and directors, and the principal address.

When the state can revoke

Grounds for revocation include a registration report more than thirty days late, a final unpaid Missouri franchise, withholding or sales tax assessment reported by the Department of Revenue, no agent or office for thirty days or more, an unreported change of agent within thirty days, and a knowingly false filing. The corporation gets sixty days after notice to cure. Reinstatement requires a Department of Revenue certificate and a $50 fee plus any delinquent fees and penalties.

Amending and leaving

A change in the name, the duration or the state of incorporation calls for an amended certificate of authority, which is $25. A certificate of withdrawal is $25, and after it takes effect the Secretary of State receives process for claims from the authorized period. Switching agents is a $10 filing.

Section 351.574 shuts the courthouse door: until the corporation has a certificate, it may not bring a proceeding in any Missouri court, and neither may its successor or the assignee of a claim. A court can stay the matter while it works out whether a certificate was required at all.

The statute also sets a fine of not less than $1,000. Violations are passed by the Secretary of State to the prosecuting attorney of the city or county, who is expected to bring a proceeding to recover it. Missouri has no per-day charge and no stated back fee for late qualification. The statute protects the corporation's acts from being treated as invalid, and nothing stops the corporation from defending a case.

Mainstay's foreign qualification service completes Corp. 42 for a corporation formed elsewhere and submits it to the filing office. Year one of the Missouri registered agent is covered at no cost, and renewal is $149 per year. The owner supplies the home-state facts and the sixty-day certificate. Registration reports and tax filings are the corporation's to make.

Because Missouri's agent statute names corporations and individuals, confirm with Mainstay support how the agent entity is organized before you order. For today's checkout breakdown, use the Missouri foreign qualification page; to buy the agent by itself, read the Missouri registered agent page. Mainstay does not give legal advice.