A Foreign Nonprofit Corporation Applies for Authority in Missouri

Under the Nonprofit Corporation Law, a foreign corporation is one incorporated outside Missouri. Section 355.751 bars it from conducting business in the state before a certificate of authority issues from the Secretary of State. With the certificate in hand, the nonprofit enjoys rights and privileges matching those of a comparable Missouri nonprofit, and carries matching duties, restrictions, penalties and liabilities (section 355.771). The certificate does not let the state regulate the organization's internal affairs.

Two things sit outside the filing. Missouri's registration of the corporation is not a grant of tax exemption, and it is not a registration to solicit donations. Those are handled separately, with the agencies that administer them.

Missouri does not define transacting business. The Secretary of State's FAQ says it is a case-by-case determination without a bright-line test. The statute lists activities that do not amount to it, adding that the list is not exhaustive. The eleven items are:

• Maintaining, defending or settling a proceeding
• Meetings of the board or members, plus internal housekeeping
• Bank accounts
• Transfer agents or trustees for memberships or securities
• Selling through independent contractors
• Orders that require acceptance outside Missouri
• Taking on debt, mortgages and security interests
• Securing or collecting debts and enforcing liens
• Owning real or personal property
• An isolated transaction completed within thirty days
• Interstate commerce

Notice that owning property appears here without the qualifier "without more" that other states attach. Even so, the list is not a safe harbor for a nonprofit that does more than own, such as running a clinic, hosting programs or employing staff in Missouri, and the question is decided on the facts. When a nonprofit's Missouri activity is growing, a Missouri attorney should look at it.

Corp. 55A is the form for a foreign nonprofit corporation's application for a certificate of authority. $25 is the figure printed on the form and in the state's fee schedule. Because the state's online walkthroughs stop at for-profit corporations and LLCs, a nonprofit should plan on the paper form, sent with a check to the Corporations Division mailbox, PO Box 778 in the capital.

What the application states

• The nonprofit's name and where it is organized
• A Missouri name, if the real one is unavailable
• Incorporation date and the corporation's duration
• The principal place of business
• The Missouri registered agent's name and physical address
• Officers and directors with addresses
• The specific purposes of its Missouri activities
• Whether the corporation has members
• Whether it would be a public benefit or mutual benefit corporation had it been formed in Missouri

An officer or the chairman of the board signs, with the same affirmation about false statements that appears on the other Missouri forms. The effective date can be set up to ninety days out.

The note at the bottom of Corp. 55A says you must submit a current good standing certificate or existence certificate no older than sixty days. It can come from the Secretary of State or any authority that issues corporate charters where the nonprofit is domiciled. Section 355.761 itself calls for proof of existence from the home official and names no age, so treat the form's sixty days as the working limit.

Get the certificate close to the filing date, from the home state and at its price, because an aging document can send the application back. Ordering it is the owner's responsibility.

If a foreign nonprofit cannot use its real name here, section 355.776 lets it operate under a fictitious name supported by a board resolution its secretary certifies. The name must stand apart on the Secretary of State's records from domestic corporations, authorized foreign corporations and their fictitious names, limited partnerships under chapter 359 and reserved names. A nonprofit may also use another corporation's name if it merged with, reorganized from or acquired the assets of that corporation.

Who may be the agent

A registered office with the same address as the agent is required at all times. Under section 355.781 the agent can be an in-state resident, a Missouri business or nonprofit corporation, or an out-of-state business or nonprofit corporation that is authorized here; the agent's office must be the registered office. LLCs do not appear on that list. The state takes a PO box only with a same-city street address and turns down retail mailing stores.

Each foreign nonprofit authorized in Missouri files a corporate registration report no later than August 31 of the year after it was authorized, and by August 31 every year afterward unless the biennial option applies. Filing costs $10 through the online system and $15 by paper. The state will not accept a late report unless an extra $15 comes with it. Contents: where the registered office is and who the agent is, the principal office, and the names of directors and principal officers.

What can lead to revocation

Revocation can begin when the report is over thirty days late, when fees or penalties sit unpaid for thirty days, when the nonprofit has had no registered agent or office for a month or more, when an agent change is not reported inside thirty days, if someone knowingly signs a false document, or if the certificate was obtained through fraud. The Attorney General may act when a corporation exceeds or abuses its authority. The nonprofit has sixty days after notice to correct the problem.

Amending, changing the agent and leaving

An amended certificate of authority costs $10, a change of registered agent costs $10, and a certificate of withdrawal costs $10. Once withdrawal takes effect, the Secretary of State is the one who receives process on claims arising from the authorized period.

Section 355.756 is stricter for nonprofits than the fines other Missouri entities face. While a foreign nonprofit conducts business with no certificate, no proceeding of its own can go forward in a Missouri court, and anyone who inherits or buys the claim faces the same rule. A judge may pause a case to work out if a certificate was needed.

Separately, a civil penalty accrues at $100 for each day of unauthorized business, capped at $2,000 across any year; collecting it falls to the Attorney General. The failure to obtain a certificate does not impair the validity of the corporation's acts, and it does not prevent the corporation from defending any proceeding. No back fee for late qualification appears in the statute or fee schedule.

Mainstay Filing's qualification checkout is not set up for nonprofit corporations. A nonprofit can buy the Missouri registered agent, priced $149 per year and unchanged at renewal. The nonprofit, or its attorney, files Corp. 55A and enters Mainstay Filing's Missouri street address as the agent.

The statute lists individuals and corporations, so put the question of the agent's organization type to Mainstay Filing support, and make sure it qualifies, before you order. When a summons or other process is served on the agent, a scan shows up in your account within the same business day, and no fee is charged. The first three government letters each year are handled the same way. If a different agent represents the nonprofit today, Mainstay Filing can submit the change and charge the state's fee at cost. The Missouri registered agent page has details. Mainstay Filing does not give legal advice.