Registering a Foreign Limited Liability Partnership in Missouri

In Missouri a partnership becomes a registered limited liability partnership by filing a written application with the Secretary of State, and section 358.440 governs the process for domestic and foreign partnerships alike. Subsection 19 handles the foreign case. A foreign registered LLP, before it transacts business in the state, must satisfy whatever registration or filing rules apply to its particular line of business and must register as an LLP by filing an application.

The application in subsection 19 contains two statements beyond the usual items. One irrevocably has the Secretary of State accept service when the partnership has no working registered agent in Missouri or the agent cannot be found. The other gives the address of the office required in its home jurisdiction or, if none, its principal office. The partnership keeps its identity. Missouri registers its status, and the law of the home jurisdiction continues to govern the partnership's internal affairs and its partners' liability (section 358.500).

Missouri's partnership chapter does not define "transacting business," and it sets out no excluded activities. The Secretary of State's FAQ calls the question a case-by-case one with no bright-line rule, adds that an attorney's help is common, and notes that a single project or transaction finished inside thirty days, and not one of a series of like transactions, does not count as doing business.

Two practical points follow. First, the first half of subsection 19 matters for professional partnerships: a professional practice organized as an LLP may have to satisfy the rules of its licensing board before it registers, and the Secretary of State does not do that for you. Second, because there is no statutory exemption for owning property or for sales made through others, a partnership with a Missouri office, staff or regular customers should assume it is covered. If your activity is thin or new, ask a Missouri attorney before relying on the thirty-day idea.

LLP 1 is the state's registration form for a foreign LLP. The original application fee is set by head count: $55 when the partnership has two partners, $80 for three and $105 for four or more. The statute sets $25 a partner up to $100, and the schedule adds a $5 technology fee. Because the price depends on the partner count, this page has no single state fee to show.

No online guide exists for partnerships, so plan to send LLP 1 by mail, with a check, to PO Box 778 in Jefferson City (Corporations Division).

What the form asks

• Partnership name, plus the Missouri name when it differs
• The jurisdiction of formation and the date
• The home-state office address (or principal office if there is no required one)
• The Missouri registered agent's name and street address
• The number of partners on the filing date
• A short statement of the partnership's business

The application is signed for the partnership by a majority of the partners, or by partners authorized by a majority in interest. A good-faith error in the partner count does not affect LLP status.

Here Missouri asks for less than it does of other entity types. Neither section 358.440 nor LLP 1 mentions a good standing certificate or an existence certificate from the formation state. Nothing from the formation state is attached to the application. The filers affirm the facts under Missouri's perjury statute instead, and the partnership's home-state status simply has to be real.

That makes the filing quicker to assemble than the corporate and limited partnership versions. It does not relieve the partnership of keeping its home-state registration current, which stays a home-state matter.

The name of a foreign registered LLP doing business in Missouri has to close with Registered Limited Liability Partnership, L.L.P. or LLP (section 358.450). It must also be set apart from corporations, limited partnerships, LLCs, business trusts and other LLPs already in the state's database. A written consent from the other party, filed with the state, can allow an otherwise conflicting name. LLP 1 line 2 is where you give the Missouri name if it differs from the home name.

Choosing an agent

The agent allowed by section 358.470 is a Missouri-resident individual whose business office doubles as the registered office, a domestic corporation, a foreign corporation authorized in Missouri and officed at the registered address, or the LLP itself. LLCs are not on that list. The form requires a street address for the agent, while a retail mailing store address is refused as a registered office. A PO box can appear only next to a street address in the same city.

This is the part that surprises people used to once-and-done filings. A registration expires one year after it is made unless it is renewed, and the Secretary of State's FAQ confirms it is valid for one year at a time. Renewal uses the same LLP 1 with the renewal box checked. The fee is $105 plus $50 for each partner added, not to exceed $205.

Amendments and agent changes

Within ninety days of a name change, or of a new agent name or address, an amendment is due. Articles of amendment cost $25 plus $50 for each partner added, up to $205. The fee schedule lists a change of registered agent and office together at $37, an office-only change at $22, and $7 for each additional LLP affected. Withdrawal uses LLP 8 at $25 and ends registration as of the filing date.

Taxes and licenses

Nothing here covers Missouri taxes or professional licensing, which the partnership handles with the Department of Revenue and the relevant licensing board.

Chapter 358 does not set a fine or a bar on lawsuits for an unregistered foreign LLP that could be found, and the statutes do not contain a late fee or back fee. The Secretary of State's FAQ speaks more broadly about foreign entities: an entity that is required to register cannot legally transact business or maintain a lawsuit in Missouri until it secures a certificate of authority, a pending case may be put on hold until registration, and noncomplying foreign entities face a fine of not less than $1,000 collected through a lawsuit.

Whether those general statements apply to a particular LLP is a legal question. A cautious partnership treats the risk as real and registers before it starts work in Missouri. Leaving is simple by comparison, because a registered LLP that stops operating in the state files a withdrawal notice.

Foreign LLP filings are not in Mainstay Filing's checkout, which handles for-profit corporations and LLCs. An LLP can buy the Missouri registered agent for $149 a year, flat when it renews. The partners or their lawyer file LLP 1 on their own, entering Mainstay Filing's Missouri street address for the agent.

Because the statute names individuals and corporations, check with Mainstay Filing support about the agent's organization type, and make sure it qualifies, before ordering. If process is served on the agent, the scan reaches your account the same business day for free, and so do the first three state letters each year. For an LLP with a different agent now on file, Mainstay Filing can prepare the switch and pass on the state's fee. The Missouri registered agent page covers the service. Mainstay Filing is not a law firm.