Missouri Registration for a Foreign Limited Partnership

Missouri's limited partnership law (chapter 359) calls a partnership foreign when it was organized in another state or country. Under section 359.491, home-state law controls the partnership's structure, its internal governance and the debt exposure of its limited partners, and a difference from Missouri law is no reason for Missouri to refuse the registration.

Registration is therefore a notice and record-keeping step, not a conversion. The partnership keeps its home-state structure. What Missouri gets is a general partner's signature, a list of where records are kept and an agent for service of process. What the partnership gets is a certificate of registration from the Corporations Division.

Section 359.501 says a foreign limited partnership registers before it transacts business in Missouri. Nothing in the statutes defines that phrase. The Secretary of State's FAQ calls it a case-by-case question without a bright-line rule, and suggests that many entities ask an attorney. Section 359.551 does name seven activities that are not transacting business, and says other activities may also qualify:

• Defending or settling a lawsuit or an arbitration
• Partner meetings and other internal business
• Having a bank account
• Borrowing money or granting a lien on property
• Collecting debts and enforcing security for them
• Interstate commerce
• A single isolated transaction completed in thirty days

Holding title to land or equipment is not on that list. If the only Missouri connection is a building the partnership owns, no statute tells it that ownership alone is safe, so ask a lawyer rather than assume. A foreign corporation that is merely a partner in a limited partnership is not treated as transacting business for that reason alone.

The form is LP 42, the state's registration application for a foreign limited partnership. The fee is $105, and the forms page and fee schedule list it with the form. The Secretary of State's online guides cover for-profit corporations and LLCs, so for a limited partnership plan on the paper form, mailed with a check to the Corporations Division at PO Box 778 in Jefferson City.

What the form asks

• The partnership's name, and its Missouri name if different (it must include L.P., LP or limited partnership)
• The state or jurisdiction of formation, the date, and the dissolution date or event
• The registered agent's name and street address in Missouri
• The address of the home-state office, or the principal office if none is required
• Each general partner and a business address
• The office that keeps the limited partner roster and capital contributions

The partnership also promises to keep that list until its Missouri registration is cancelled, and the form has the Secretary of State accept process whenever the partnership lacks an agent. A general partner signs under Missouri's perjury statute.

Subsection 8 of 359.501 wants proof of existence from home, a certificate or comparable document, authenticated by whoever keeps the files in the partnership's home jurisdiction. It adds that the document should be dated within sixty calendar days of the filing, and LP 42 repeats that. The practical meaning is that the certificate has to be fresh when your envelope arrives, not when you ordered it.

You get the certificate from the home-state filing office, at the price that office sets. Ordering it is the owner's job. If a later amendment changes the name, the home state, the home office, a general partner or the partner-list address, the amended registration needs its own recent certificate.

On names, section 359.521 allows registration under any name that a Missouri limited partnership would be allowed, and the form wants "L.P.", "LP" or "limited partnership" in the name it will use here.

The agent rules

The registered agent is subject to the same rules as a Missouri limited partnership's agent. Section 359.041 permits one of three kinds of agent: a person who lives in Missouri, a Missouri-chartered corporation, or a corporation chartered elsewhere that is authorized to do business here. The agent's business office is the registered office. The statute names no LLC. A PO box works only next to a street address in that city, and a retail mailing store is turned down.

A successor agent's written consent must go with a change of agent. While the post stays empty, the Secretary of State is automatically the partnership's agent for process.

Missouri does not require an annual filing from a limited partnership, according to the Secretary of State's FAQ. A registered limited liability limited partnership is a different registration that renews yearly, but that is not the same thing as a plain foreign limited partnership.

Changing and ending the registration

An amended registration is $25 and needs its own recent home-state certificate. A change of registered agent or address is $10. A foreign limited partnership may cancel its registration by filing a certificate of cancellation signed by a general partner, at $25, and the Secretary of State continues to accept service for claims from business done in Missouri. Taxes are a separate matter from registration with the Secretary of State, so check with the Department of Revenue about what applies to the business.

A foreign limited partnership that neglects registration is exposed, under section 359.551, to a fine of at least $1,000. Reports of violations go from the Secretary of State to a city or county prosecutor, whose job is to start the recovery proceeding. No daily charge or back fee is stated.

Until it complies, the partnership cannot maintain a suit or action in any Missouri court. The failure to register does not make its contracts or acts invalid, and the partnership can still defend itself. Limited partners do not become liable as general partners merely because the business ran unregistered. By doing business here, the partnership also becomes subject to Missouri's long-arm statutes for claims that arise from its Missouri business, and the Secretary of State can ask a court to restrain it (section 359.561).

LP 42 is outside what Mainstay's checkout files, since that tool serves LLCs and for-profit corporations. For a limited partnership the thing to buy is the Missouri agent, at $149 yearly and unchanged on renewal. The partnership, or its lawyer, submits LP 42 and lists the agent's Missouri street address, which goes on the public record.

The agent statute names individuals and corporations, so ask Mainstay support how its agent is organized before ordering, and confirm it qualifies. When a summons or other process arrives, your account receives the scan on the day it arrives, no fee applies, and three official letters a year receive the same handling. Where a different agent is on file now, Mainstay prepares the swap and bills the state's change fee without markup. The Missouri registered agent page describes the service. Mainstay does not give legal advice.